Pirates of the Caribbean script

FADE IN:

EXT. CARIBBEAN SEA - DAY

A gray, impenetrable wall of fog. From somewhere comes the

FAINT SOUND of a LITTLE GIRL'S VOICE, singing, slow tempo,

almost under her breath.

                     YOUNG ELIZABETH (O.S.)

           Yo, ho, yo, ho, a pirate's life for me

           Yo, ho, yo, ho, it's a pirate's life

           for me...

Suddenly a massive SHIP emerges from the grey, the Winged

Victory maidenhead looming. It's a British dreadnought,

the H.M.S. Dauntless. Formidable, frightening, twenty-five

gun ports on a side, and rail guns to boot.

EXT. H.M.S. DAUNTLESS - FORECASTLE - DAY

ELIZABETH SWANN, strawberry blond hair, stands at the bow

railing, gazing at the seas, still singing --

                     ELIZABETH

           ...drink up me hearties, yo, ho...

JOSHAMEE GIBBS, who was born old, skin a dark leather,

clutches her shoulder, startling her.

                     GIBBS

           Quiet, missy! Cursed pirates sail

           these waters. You want to call

           'em down on us?

Elizabeth stares wide-eyed at him.

                        NORRINGTON

           Mr. Gibbs.

NORRINGTON, a dashing young man, Royal Navy to the core,

glares sternly at Gibbs. Standing besides him is GOVERNOR

WEATHERBY SWAN, a man of obvious high station, brass

buttons on his thick blue jacket. He is Elizabeth's

father.

                     NORRINGTON (CONT'D)

           That will do.

                    GIBBS

          She was singing about pirates.

          Bad luck to sing about pirates,

          with us mired in this unnatural

          fog-- mark my words.

                    NORRINGTON

          Consider them marked.   On your

          way.

                    GIBBS

          'Aye, Captain.

              (as he moves off)

          Bad luck to have a woman on board,

          too. Even a mini'ture one.

He returns to his deck-swabbing duties, surreptitiously

takes a quick swig from flask.

                    ELIZABETH

          I think it would be rather

          exciting to meet a pirate.

                    NORRINGTON

          Think again, Miss Swan.   Vile and

          dissolute creatures, the  lot of

          them. I intend to see to   it that

          any man who sails under a  pirate

          flag, or wears a pirates  brand,

          gets what he deserves: a  short

          drop and a sudden stop.

Elizabeth doesn't know what 'a short drop and a sudden

stop' means. Gibbs helpfully mimes: a man being hung.

                    SWAN

          Captain Norrington... I appreciate

          your fervor, but I am concerned about

          the effect this subject will have on

          my daughter.

                    NORRINGTON

          My apologies, Governor.

                    ELIZABETH

          Actually, I find it all fascinating.

                    SWAN

          And that's what concerns me. Elizabeth,

          dear... we will be landing in Port

          Royal very soon, and beginning our new

          lives. Wouldn't it be wonderful if we

          comport ourselves as befits our class

          and station?

                    ELIZABETH

          Yes, father.

Chastised, she turns away, to look out over the bow rail.

                    ELIZABETH (CONT'D)

              (to herself)

          I still think it would be exciting

          to meet a pirate...

The fog still hems in the ship; very little of the sea is

visible --

-- but suddenly, a FIGURE comes into view. A young boy,

WILL TURNER, floating on his back in the otherwise empty

water. There is nothing to show where he came from, or how

he came to be there.

                     ELIZABETH (CONT'D)

          Look!   A boy! In the water!

Norrington and Swann spot him --

                    NORRINGTON

          Man overboard!

                    ELIZABETH

          Boy overboard!

                    NORRINGTON

          Fetch a hook! Haul him out of

          there!

Quick movement and activity on the deck. Sailors use a

boathook to snag the boy he the passes. Norrington and

Swann haul him aboard, and lay him on the deck. Elizabeth

sidles in for a closer look.

                    NORRINGTON (CONT'D)

          He's still breathing.

                     SWAN

          Where did he come from?

                    GIBBS

          Mary mother of God ...

Attention is turned away from the boy --

The sea is no longer empty. WRECKAGE from a ship litters

the water... along with the bodies of its crew. What is

left of the ship's hull BURNS, a ragged British flag

hanging limply from the stern.

The H.M.S. Dauntless slips silently through it all.   The

scene calls for hushed voices.

                    SWAN

          What happened here?

                    NORRINGTON

          An explosion in the powder magazine.

          Merchant vessels run heavily armed.

                    GIBBS

          Lot of good it did them...

              (off Swan's look)

          Everyone's thinking it! I'm just

          saying it! Pirates!

                    SWAN

          There is no proof of that. It could

          have been an accident. Captain, these

          men were protection. If there is even

          the slightest chance one of those poor

          devils is still alive, we cannot

          abandon them!

                     NORRINGTON

          Of course not, Governor.

              (to the crew)

          Come about and strike the sails! Unlash

          the boats! Gunnery crew... jackets off

          the cannons!

              (to Swann)

          Hope for the best...prepare for

          the worst.

              (to two sailors)

          Move the boy aft. We'll need the

          deck clear.

They lift the boy. Swann pulls Elizabeth away from the

rail, away from the hideous scene in the water.

                    SWAN

          Elizabeth, I want you to accompany

          the boy. He's in your charge now.

          You'll watch over him?

Elizabeth nods gravely. Swann hurries away to help unstow

the longboat. The sailors lay the boy gently on the poop

deck, behind the wheel, then hurry off. Elizabeth kneels

down besides the boy.

His good looks are not lost on her. She reaches out,

gently brushes the blond hair from his eyes --

Suddenly, he grabs her wrist, awake now. Elizabeth is

startled, but their eyes lock. She takes his hand in hers.

                    ELIZABETH

          My name is Elizabeth Swann.

                    WILL

          Will Turner.

                    ELIZABETH

          I'm watching over you, Will.

He clutches her hands, then slips back into

unconsciousness.

His movement has opened the collar of his shirt; Elizabeth

sees he wears a chain around his neck. She tugs it free,

revealing--

A GOLD MEDALLION.   One side is blank.   She turns it over --

A SKULL gazes up at her. Vaguely Aztec in design, but to

her eyes, it means one thing only:

                    ELIZABETH (CONT'D)

          You're a pirate.

She glances back at the crew.   Sees Norrington, giving

orders, moving toward her.

She looks back at Will -- comes to a quick decision. Takes

the medallion from around his neck. Hides it under her

coat.

Norrington arrives.

                    NORRINGTON

          Did he speak?

                    ELIZABETH

          His name is Will Turner -- that's

          all I found out.

                       NORRINGTON

          Very good.

Norrington hurries off. Elizabeth steals away to the stern

of the ship. Examines her prize -- the gold medallion. A

wisp of wind, and she looks up --

Out over the sea, moving through the fog, silent as a

ghost, is a large sailing ship, a schooner --

It has BLACK SAILS.

Elizabeth stares, too frightened to move, or cry out.

The ship is obscured by the fog it as it passes -- but not

the mizzen-top ... and there hangs the frightening skull

and crossbones of the Jolly Roger.

Elizabeth looks from it to the medallion -- the skull on

the flag is the same as the one on the medallion.

Fog surrounds and closes in on the black ship -- except for

the black flag. As Elizabeth watches, the skull appears to

TURN and GRIN at her --

Elizabeth shuts her eyes tight --

                       EIGHT YEARS LATER

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM

-- and then snap open again, startled wide with fear.

But this is no longer twelve-year-old Elizabeth standing on

the stern of the Dauntless; this is twenty-year-old

Elizabeth, lying in bed in the dark.

She remains motionless (were the images we just saw a

nightmare, or a jumbled childhood memory?)

Elizabeth slowly looks as far out the corner of her eyes as

possible without moving. Might there be someone in the

room with her, looming over her?

She turns, ready for anything.   She is alone.

Elizabeth sits up, turns up the flame on an oil lamp

besides the canopied bed. She carries the lamp across the

room to a dressing table, sits down.

She pulls one of the small drawers all the way out, reaches

into a space beneath it and removes --

The MEDALLION. She has kept it all this time. It has not

lost its luster -- or its sense of menace. She gazes at it

as she absently returns the draw to its place --

A BOOMING knock on the door;    Elizabeth jumps up, startled

knocking over her chair.

                    SWANN (O.S.)

          Elizabeth? Is everything all

          right? Are you decent?

                    ELIZABETH

          Yes -- yes.

She puts the medallion on, throws on a dressing gown as

Swann enters, carrying a large box. A uniformed maid,

ESTRELLA, follows.

                    SWANN

          Still abed at this hour?    It's a

          beautiful day!

Estrella pulls back the heavy curtains, revealing:

Beneath a blue sky lies the bucolic town of PORT ROYAL,

built on a natural harbor. On a bluff at the mouth of the

harbor stands FORT CHARLES, its stone parapets lined with

cannon.

                    SWANN (CONT'D)

          I have a gift for you.

He opens the boxes, and displays for her a gorgeous velvet

dress. She lets out an admiring gasp.

                    ELIZABETH

          It's -- beautiful. May I inquire

          as to the occasion?

                    SWANN

          Is an occasion necessary for a father

          to dote upon his daughter with gifts?

Elizabeth happily takes it, disappears behind a screened-

off dressing area. Estrella follows, carrying the box.

                    SWANN (CONT'D)

          Although...I did think you could

          wear it to the ceremony today.

                       ELIZABETH (O.S.)

          Ceremony?

                    SWANN

          Captain Norrington's promotion

          ceremony.

Elizabeth peeks around the screen.

                       ELIZABETH

          I knew it.

                    SWANN

          Or, rather, Commodore Norrington...a

          fine gentleman, don't you think?

              (no answer)

          He fancies you, you know.

Behind the screen, Elizabeth GASPS.

                       SWANN (CONT'D)

          Elizabeth?     How's it coming?

ON ELIZABETH -- She holds her hair and      the medallion (still

around her neck) out of the way as the      maid cinches her

into a corset over her slip. Estrella       has her foot in

Elizabeth's back as she pulls the laces      tight.

                    ELIZABETH

          Difficult ... to say.

                    SWANN (O.S.)

          I'm told that dress is the very latest

          fashion in London.

                    ELIZABETH

              (holding her breath)

          Women in London must have learned to

          not breath.

Estrella is finished.   Elizabeth takes a breath -- and

winces.

A butler appears in the doorway of the room.

                    BUTLER

          Governor? A caller is here for

          you.

INT. GOVERNOR'S MANSION - FOYER - DAY

The caller, dressed in rough clothing, stands in the foyer,

looking very out of place, and knowing it. He holds a long

presentation case. He polishes the toes of his boots on

the back of his calves, but it doesn't help.

                     SWANN

          Ah, Mr. Turner! It's good to see

          you again!

The caller turns -- it is WILL TURNER. Handsome, with a

watchful demeanor that gives him weight beyond his years.

                    WILL

          Good day, sir.

              (holds out the case)

          I have your order.

Swann hurries to him, opens the case. Inside is a

beautiful dress sword and scabbard. Swann takes it out

reverently.

                    WILL (CONT'D)

                    WILL (CONT'D)

          The blade is folded steel. That's

          gold filigree laid into the

          handle. If I may -

He takes the sword from Swann, and balances it on one

finger at the point where the blade meets the guard.

                    WILL (CONT'D)

          Perfectly balanced. The tang is nearly

          the full width of the blade..

                    SWANN

          Impressive. .. very impressive.

          Commodore Norrington will be pleased,

          I'm sure. Do pass my compliments on to

          your master.

Will's face falls. Clearly, the work is his, and he is

proud of it. With practiced ease, he flips the sword

around, catches it by the hilt and returns it to the case.

                    WILL

              (bows slightly)

          I shall. A craftsman is always pleased

          to hear his work is appreciated --

He stops speaking abruptly, staring past Swann -

Elizabeth stands on the stairs. Granted, the dress may be

painful to wear, but holy smokes!

                    SWANN

          Elizabeth! You look stunning!

Will tries to speak, but can't. He gives up, smiles to

himself, and simply nods emphatically.

                    ELIZABETH

          Will! It's so good to see you!

Her hand goes to the chain around her throat (the medallion

is hidden in the bodice of her dress).

                    ELIZABETH (CONT'D)

          I dreamt about you last night.

          Will reacts with surprise:

          "Really?

                    SWANN

          Elizabeth, this is hardly

          appropriate -

                    ELIZABETH

              (ignores her father)

          About the day we met. Do you

          remember?

                    WILL

          I could never forget it, Miss

          Swann.

                    ELIZABETH

          Will, how many times must I ask

          you to call me 'Elizabeth'?

                    WILL

          At least once more, Miss Swann. As

          always.

Elizabeth is disappointed and a little hurt by his

response.

                    SWANN

          Well said! There's a boy who

          understands propriety. Now, we must be

          going.

Swann takes the case from Will, opens the door for

Elizabeth.

Elizabeth straightens her back, gathers her skirts and

strides past Will.

                    ELIZABETH

          Good day, Mr. Turner.

EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door.

                      WILL

          Good day.

He watches as she is helped aboard a carriage by the

driver.

                     WILL (CONT'D)

              (to himself)

          Elizabeth.

IN THE CARRIAGE: Swann glowers at his daughter.

                    SWANN

          Dear, I do hope you demonstrate a bit

          more decorum in front of Commodore

          Norrington. After all, it is only

          through his efforts that Port Royal has

          become at all civilized.

EXT. PORT ROYAL - HARBOR - DAY

The skeletal remains of four pirates, still clad in

buccaneer rags, hang from gallows erected on a rocky

promontory. There is a fifth, unoccupied gallows, bearing a

sign:

PIRATES - YE BE WARNED.

The top of a billowing sail passes regally in front of

them. On the landward face of the sail, apparently high in

the rigging, is a man for whom the term 'swashbuckling

rogue' was coined: Captain JACK SPARROW.

He gazes keen-eyed at the display as they pass. Raises a

tankard in salute. Suddenly, something below catches his

attention. He jumps from the rigging -

-- and that's when we see that his is ship is not an

imposing three-master, but just a small fishing dory with a

single sail, plowing through the water -- the Jolly Mon.

And it leaks. Which is why he has the tankard: to bail.

Jack steps back to the tiller, and using a single sheet to

control the sail, and the Jolly Mon comes around the

promontory, the whole of Port Royal laid out before him.

The huge British dreadnought, H.M.S. Dauntless dominates

the bay. But Jack's attention is on a different ship: the

H.M.S. Interceptor, a small sleek vessel with rail guns and

a mortar in the middle of the main deck. It is tied up at

the Navy landing, at the base of the cliffs below Fort

Charles.

EXT. PORT ROYAL - DOCKS - DAY

Smoothly and with no wasted movement, Jack hauls down the

sail, stows it, guides the dory alongside a dock. The

HARBORMASTER, a long ledger tucked under his arm, is there

to catch a line and help Jack tie up.

                    HARBORMASTER

          If you're out rolling scuppers in

          this tub, you're either incredibly

          brave or incredibly stupid.

                    JACK

          It's remarkable how often those

          two traits coincide.

He starts up the dock, strapping on his sword belt; besides

the scabbard, it also carries a compass, pistol and small

powder horn. The Harbormaster cuts him off.

                    HARBORMASTER

          It's a shilling for the dock

          space, and you're going to have to

          give me your name.

                    JACK

          What do you say to three

          shillings, and we forget the name?

He tosses three shillings onto the ledger. The Harbormaster

considers, then shuts the ledger on the coins, steps aside.

                    HARBORMASTER

          Welcome to Port Royal, Mr. Smith.

Jack gives him a half-salute as he goes past. Looks across

the water toward the Interceptor -- and smiles. Above the

Interceptor, among the parapets of Fort Charles, a ceremony

is underway -

EXT. FORT CHARLES - DAY

With choreographed precision, Swann removes the sword and

scabbard from the presentation case, held by a uniformed

Navy man. He slides the sword into the scabbard, holds it

out vertically to Norrington, in full dress uniform.

Norrington grasps the scabbard above Swann's hand, and

Swann lets go. Norrington draws the sword, flourishes the

sword, and snaps the blade up in front of his face. Swann

steps forward, pins a medal to Norrington's jacket, steps

back.

Norrington nods, turns smartly and nods to his fellow

officers, turns again and nods to the audience -

dignitaries, merchants, plantation owners, their families.

Another flourish, and he returns the sword to its scabbard.

The silence is broken by loud APPLAUSE. Backslapping from

the Navy men.

In the audience, Elizabeth doesn't look so good, out

beneath the hot sun. She applauds briefly, then winces.

Discreetly tries to adjust the corset through the material

of the dress, then resumes clapping, trying to hide her

discomfort.

EXT. PORT ROYAL - NAVY DOCK - DAY

Two sailors on sentry duty, MURTOGG and MULLROY, take

advantage of what little shade there is on the dock. But

when Jack saunters up, they are immediately on alert.

                     MURTOGG

          This dock is off-limits to

          civilians.

                    JACK

          Sorry, I didn't know.

Music drifts down from Fort Charles. Jack looks up, shields

his eyes.

                    JACK (CONT'D)

          Some sort of to-do up at the fort, eh?

          You two weren't invited?

                     MURTOGG

          No ... someone has to make sure

          this dock stays off-limits to

          civilians.

                    JACK

          This must be some important boat.

                       MULLROY

          Ship.

                       JACK

          Ship.

                    MURTOGG

          Captain Norrington's made it his

          flagship. He'll use it to hunt

          down the last dregs of piracy on

          the Spanish Lake.

                       MULLROY

          Commodore.

                    MURTOGG

          Right. Commodore Norrington.

                    JACK

          That's a fine goal, I'm sure ... But it

          seems to me a ship like that --

              (indicates the Dauntless)

          -- makes this one here just a wee

          superfluous.

                    MURTOGG

          Oh, the Dauntless is the power in

          these waters, true enough -- but

          there's no ship that can match the

          Interceptor for speed.

                    JACK

          That so? I've heard of one, supposed to

          be fast, nigh uncatchable ... the Black

          Pearl?

Mullroy scoffs at the name.

                    MULLR0Y

          There's no real ship as can match

          the Interceptor.

                    MURTOGG

          The Black Pearl is a real ship.

                    MULLROY

          No, it's not.

                    MURTOGG

          Yes it is. I've seen it.

                    MULLR0Y

          You've seen it?

                    MURTOGG

          Yes.

                    MULLROY

          You've seen the Black Pearl?

                    MURTOGG

          Yes.

                    MULLR0Y

          You haven't seen it.

                    MURTOGG

          Yes, I have.

                    MULLR0Y

          You've seen a ship with black sails

          that's crewed by the damned and

          captained by a man so evil that hell

          itself spat him back out?

                     MURTOGG

          ... No .

                     MULLROY

          No.

                    MURTOGG

          But I've seen a ship with black sails.

                    MULLR0Y

          Oh, and no ship that's not crewed by

          the damned and captained by a man so

          evil hell itself spat him back out

          could possibly have black sails and

          therefore couldn't possibly be any ship

          other than the Black Pearl. Is that

          what you're saying?

                     MURTOGG

          ... no.

                    MULLR0Y

              (turns back to Jack)

          Like I said, there's no real ship

          as can match -- Hey!

But Jack's not there. Murtogg and Mullroy look around, spot

-

Jack standing at the wheel of the Interceptor, casually

examining the mechanism.

                     MULLROY (CONT'D)

          You!

Jack looks over in exaggeratedly innocent surprise. The

sailors hurry toward the gangplank.

                    MULLROY (CONT'D)

          Get away from there! You don't

          have permission to be aboard

          there!

Jack spreads his hands in apology.

                    JACK

          I'm sorry. It's just such a pretty

          boat. Ship.

The sailors study him suspiciously.

                    MURTOGG

          What's your name?

                       JACK

          Smith.

                    MULLR0Y

          What's your business in Port

          Royal, 'Mr. Smith' ?

                    MURTOGG

          And no lies!

                    JACK

          None? Very well. You've rumbled

          me. I confess: I intend to

          commandeer one of these ships,

          pick up a crew in Tortuga, and go

          out on the account, do a little

          honest pirating.

                    MURTOGG

          I said, no lies.

                    MULLR0Y

          I think he's telling the truth.

                    MURTOGG

          He's not telling the truth.

                       MULLROY

          He may be.

                    MURTOGG

          If he were telling the truth he

          wouldn't have told us.

                    JACK

          Unless, of course, he knew you wouldn't

          believe the truth if he told it to you.

Murtogg and Mullroy consider that point --

EXT. FORT CHARLES - DAY

Elizabeth, pale and perspiring, fans herself weakly,

oblivious to the music and chatter.

                    NORRINGTON

          May I have a moment?

He extends his arm. She takes it. He walks her away from

the party, toward the parapet. A rather too long of a

silence as Norrington works up his courage.

                    NORRINGTON (CONT'D)

              (a burst)

          You look lovely. Elizabeth.

Elizabeth frowns, unable to focus. Norrington mistakes her

expression as disapproval.

                    NORRINGTON (CONT'D)

          I apologize if I seem forward --

          but I must speak my mind.

                     NORRINGTON (CONT'D)

              (working up his

               confidence to do so)

          This promotion confirms that I have

          accomplished the goals I set for myself

          in my career. But it also casts into

          sharp relief that which I have not

          achieved. The thing all men most

          require: a marriage to a fine woman.

              (beat)

          You have become a fine woman,

          Elizabeth.

                    ELIZABETH

          I can't breathe.

                    NORRINGTON

              (smiles)

          I'm a bit nervous, myself --

Elizabeth loses her balance, stumbles away from Norrington.

She reaches a hand out to the parapet to steady herself,

but it slides off -

-- and then she vanishes over the wall. Gone.

                    NORRINGTON (CONT'D)

          Elizabeth! .

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack reacts, pushes Murtogg aside to see -

Elizabeth plummets from the top of the cliff. It seems to

take her a long time to reach the sea --

Elizabeth hits the water, narrowly missing the sharp rocks.

A wave breaks, and then she is washed out away from the

cliff, struggling feebly.

AT THE FORT, Norrington looks down --

NORRINGTON ELIZABETH!

He leaps to the top of the parapet, prepared to dive -- a

lieutenant, GILLETTE catches his arm.

                    GILLETTE

          The rocks, sir! It's a miracle she

          missed them!

Norrington shakes off his arm, looks down -- and realizes

Gillette is right. He jumps down and runs --

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack, Murtogg and Mullroy are still in shock from the

sight.

                    JACK

          Aren't you going to save her?

                    MULLR0Y

          I can't swim.

Murtogg shakes his head -- neither does he.

                    JACK

              (rolls his eyes)

          Sailors.

Above where Elizabeth struggles in the water. Norrington

and several other men pick their way down the cliffs. They

are too far away to get to her in time.

Jack scowls. He has no choice -- and it pisses him off.

                    JACK (CONT'D)

          Fine.

He pulls a pistol from his sword belt, hands it to Murtogg;

then hands the belt to Mullroy.

                    JACK (CONT'D)

          Don't lose these.

And then he dives into the water, swims toward Elizabeth.

Elizabeth struggles to keep above water, gasping for air '-

then a swell rolls over her, and she is submerged -

UNDERWATER, Elizabeth drifts down, unconscious. The current

turns her, and the MEDALLION slips loose from her bodice.

The MEDALLION turns slowly, until the SKULL is fully

visible. A shaft of filtered sunlight hits it, and it

GLINTS -

EXT. PORT ROYAL - VARIOUS - DAY

FORT CHARLES: The British flag flies, blown from an

offshore breeze. Suddenly the wind dies, and the flag goes

limp.

ON THE DOCKS: Wood and metal fittings on lines bang against

masts. The wind dies, and there is silence.

ON THE EDGE OF TOWN: A CARIBE WOMAN feeds clucking

chickens, frowns when they all suddenly go quiet ...

IN THE VILLAGE: A weather vane moves slightly in the wind.

The wind stops, and all is still. And then ...

... the weather vane TURNS, and holds steady -- the wind

has picked up again, but now blows .from the sea toward the

land.

l)ON THE BEACH: an OLD SALT pulls a rope line, pauses.

Turns and gazes to the sky, frowning. The mangy hound at

his side starts BARKING incessantly -

ON THE DOCKS: The lines bang against the other sides of the

masts, the wind far stronger now.

FORT CHARLES: the British flag flies in the opposite

direction, snapping in the new onshore breeze.

EXT. PORT ROYAL - CLIFFSIDE - DAY

Norrington rushes down, intent on the climb. Beyond him,

past the rocky point, far out to sea, FOG gathers -

EXT. PORT ROYAL - OCEAN - DAY

UNDERWATER: the medallion hangs below Elizabeth's unmoving

form - - and then Jack is there. He wraps an arm around her

and makes for the surface.

ON THE SURFACE, Jack swims toward the dock, struggling. It

is .: far more difficult than it should be. He stops

stroking, and they submerge.

UNDERWATER: Jack realizes that   it is Elizabeth's heavy

velvet dress that is weighing   them down. He pulls at the

buttons on the back, and they   give way. He skins her out of

the dress, and kicks away from   it.

The dress falls like a cloud into darkness -

ON THE SURFACE: Jack swims with Elizabeth, much more

quickly.

AT THE DOCK, Murtogg and Mullroy are there to help haul

Elizabeth out of the water.

Jack climbs up, exhausted. Elizabeth is on her back;

Murtogg holds her arms above her head, pumping them.

Mullroy puts his cheek to her nose and mouth.

                    MULLROY

          Not breathing.

Murtogg looks down; it seems hopeless. Jack steps up,

drawing Murtogg's knife from its sheath.

                    JACK

          Move.

He pushes past Mullroy, kneels over Elizabeth, raises the

knife -- Murtogg is shocked -

Jack slits the corset down the middle, yanks it away.

Elizabeth remains still. And then -- she coughs up water

and gasps, choking on her first full breath. Jack is

relieved.

                    MULLROY

          I never would have thought of

          that.

                     JACK

          Clearly, you've never been to

          Singapore.

Jack flips the knife and hands it hilt-first to Murtogg -

and that's when he spots -

The MEDALLION. Jack catches it up in his "hand.

                    JACK (CONT'D)

          Where did you get this?

Before Elizabeth can answer, the BLADE of a SWORD is at

Jack's THROAT -- Norrington's new ceremonial sword, in

fact, looking bright and sharp.

                    NORRINGTON

          On your feet.

It looks bad -- Jack standing over Elizabeth, most of her

clothes gone. He gets to his feet. The rest of Elizabeth's

erstwhile rescuers reach the scene, including Swann.

                    SWANN

          Elizabeth! Are you all right?

He strips off his jacket, drapes it around her.

                    ELIZABETH

          Yes -- yes, I'm fine -- Commodore

          Norrington, do you intend to kill

          my rescuer?

Norrington looks at Jack. Jack nods as best he can with a

blade beneath his chin. Norrington sheathes his sword, and

extends his hand.

                    NORRINGTON

          I believe thanks are in order.

Jack takes Norrington's hand gingerly. They shake -

-- and Norrington tightens his grip, yanks Jack's arm

toward him, then tears back the sleeve of Jack's shirt -

-- exposing a BRAND on Jack's inner wrist: a large 'P.'

                    NORRINGTON (CONT'D)

          Had a brush-up with the East India

          Trading Company, did you ... pirate?

The others react in shock, but the sailors are well-trained

--in an instant, half a dozen pistols are aimed at Jack. He

stands there, still holding the corset.

                    NORRINGTON (CONT'D)

          Keep your guns on him, men. Gillette,

          fetch some irons.

Norrington notices something else -- below the 'P' brand is

a tattoo: a small bird in flight across water.

                    NORRINGTON (CONT'D)

          Well, well... Jack Sparrow, isn't it?

                    JACK

          Captain Jack Sparrow. If you please.

Norrington looks out at the bay.

                    NORRINGTON

          I don't see your ship -- Captain.

                    MURTOGG

          He said he'd come to commandeer one.

                    MULLROY

              (to Murtogg)

          I told you he was telling the truth.

              (currying favor)

          These are his, sir.

He holds out Jack's pistol and belt. Norrington takes the

pistol, examines it, notes the powder horn on Jack's belt.

                    NORRINGTON

              (to Jack)

          Extra powder, but no additional shot.

Jack shrugs. Norrington unhooks the compass from the belt,

opens it. He frowns at the reading. Moves the compass this

way and that, keeping it parallel to the ground.

                    NORRINGTON (CONT'D)

          It doesn't bear true.

Jack looks away, a bit embarrassed. Norrington returns the

compass to the belt. Draws the sword half from the

scabbard.

                    NORRINGTON (CONT'D)

          I half-expected it to be made of wood.

He slides it back into the scabbard, hands it to Mullroy.

                    NORRINGTON (CONT'D)

          Taking stock: you've got a pistol with

          only one shot, a compass that doesn't

          point north ... and no ship. You are

          without a doubt the worst pirate I have

          ever heard of.

                    JACK

          Ah, but you have heard of me.

Gillette returns with shackles, approaches Jack.

                    NORRINGTON

          Carefully, lieutenant.

Elizabeth steps forward. Swann's jacket slips off her. She

is unconcerned, but he is intent on putting it back on her.

                    ELIZABETH

          Commodore, I must protest. Pirate or

          not, this man saved my life.

                    NORRINGTON

          One good deed is not enough to redeem a

          man of a lifetime of wickedness.

Gillette snaps the manacles closed on Jack's wrists.

                    JACK

          But it seems to be enough to condemn

          him.

                    NORRINGTON

              (smiles)

          Indeed.

Now that Jack is safely chained, Norrington nods to his

men. All but one stow their weapons, and two step forward -

                       JACK

          Finally.

Lightning-quick, he snaps the   corset  around the hand and

wrist of the man holding the   pistol  and yanks. The pistol

sails into the water. Before   anyone  can react to that, Jack

has the manacle chain wrapped   around  Elizabeth's throat.

Pistols are drawn again, but now Elizabeth serves as a

shield. Norrington raises a cautioning hand to his men.

                    JACK (CONT'D)

              (backing away, toward land)

          Commodore Norrington ... my pistol and

          belt, please.

Norrington hesitates, balls his fists in frustration.

                       JACK (CONT'D)

          Commodore!

Mullroy hands the pistol and belt to Norrington. Norrington

holds them out to Jack.

                    JACK (CONT'D)

          Elizabeth -- it is Elizabeth?

Elizabeth is more angry than frightened.

ELIZABETH Miss Swann.

                    JACK

          Miss Swann, if you'll be so kind?

She takes the belt and pistol from Norrington -- Jack's

quicker than she is, and takes the pistol from her. He

jerks her around so she is facing him, belly to belly.

                    JACK (CONT'D)

          Now, if you'll be very kind?

She figures out what he wants: put the belt on him.

                    ELIZABETH

              (as she works)

          You are despicable.

                    JACK

          I saved your life; now you've

          saved mine. We're square.

Done. He turns her again, and then backs up until he bumps

against the cargo gantry.

                    JACK (CONT'D)

          Gentleman. .. m' lady. .. you will

          always remember this as the day

          you almost caught Captain Jack

          Sparrow.

He shoves Elizabeth away, grabs a rope and pulls free a

belaying pin -- a counterweight drops and Jack is lifted up

to the middle of the gantry, where he grabs a second rope -

Pistols fire -- and miss. Jack swings out, out, out, away

and around from the gantry.

Norrington has held his shot. With careful aim, he tracks

Jack's trajectory-

Jack drops from the rope even as Norrington FIRES. His shot

tears the rope -

-- as Jack plummets past one of the gantry's guy lines, he

snaps the length of manacle chain over the line and grabs

hold of the far loop -- slides down the line -

-- drops to the deck of a ship. He runs, leaping to another

ship, then out of sight -

                    NORRINGTON

          On his heels! Gillette, bring a

          squad down from the fort!

              (to Elizabeth)

          Elizabeth, are you -

                    ELIZABETH

          Yes, I'm all right, I'm fine! Go

          capture him.

Norrington's taken aback by her ire, and wisely hurries

away. Swann drapes his coat around Elizabeth.

                    SWANN

          Here, dear ... you should wear this.

Elizabeth shivers, finding suddenly that she is cold.

Glances out at the bay -

-- where a THICK FOG moves across the top of the water. She

takes the jacket.

                    ELIZABETH

          Thank you, Father ... and let that

          be the last of your fashion

          advice, please.

But she accepts his comforting embrace.

EXT. PORT ROYAL - TOWN - ALLEY - DAY

The fog creeps through, casting an eerie twilight pall. An

armed search party moves along the street. They glance down

an alley-

On the far side is another search party. The men nod to

each other, continue on.

A moment, and then Jack drops from his hiding place beneath

the eaves of a building. He still wears the manacles.

Across the street is a shop with barn doors, a pass-thru

door set in the middle. Above is a sign with a black anvil.

INT. BLACKSMITH'S FORGE - DAY

Jack slips in through the door, takes a look around:

No windows. The forge is dark, lit   by lanterns. Work-in-

progress is scattered about: wagon   wheels, wrought iron

gates, pipes -- even a cannon with   a crack in it. But every

tool is in place; the workbench is   tidy and neat.

Jack is startled by a noise: MISTER BROWN, in a

blacksmith's apron, snores in the corner, cradling a

bottle. Jack gives him a hard poke. Another. Brown snorts,

turns away.

Satisfied, Jack sheathes his sword, takes a short-handled

sledge from its place on the wall. Moves to the glowing

coke furnace in the middle of the room.

Slowly... he holds his right hand over the furnace, the

chain down in the embers. The chain begins to GLOW. Jack

sweats, grimaces at the pain -

Moving quickly, he wraps the chain around the nose of an

anvil, brings the sledge down with a fast, hard stroke on

the glowing links. One SHATTERS. Jack drops the sledge,

plunges his manacled hand in a bucket of water. Steam

billows.

Jack pulls his hand out, flexes it. Blisters form beneath

the manacle -- but his hands are free.

The SOUND of the latch on the door -- Jack dives for cover.

Will enters the forge, shuts the door behind him. Spots the

drunken Mister Brown in the corner.

                    WILL

          Right where I left you.

Something catches his eye: an empty peg on the wall. The

sledge lying beside the anvil.

                    WILL (CONT'D)

              (under his breath)

          Not where I left you.

He moves casually toward the sledge. Then grabs for it --

but the flat of a sword blade slaps his hand. Will jumps

back.

Jack stands there, sword leveled at Will. He backs Will up,

toward the door. Will glares at him.

                    WILL (CONT' D)

              (voice low and tight)

          You're the one they're hunting.

          The pirate.

Jack acknowledges it with a tip of his head ... then

frowns, regards Will.

                    JACK

          You look familiar ... Have I ever

          threatened you before?

                    WILL

          I've made a point of avoiding

          familiarity with pirates.

                    JACK

          Ah. Then it would be a shame to

          put a black mark on your record.

          So if you'll excuse me ...

Beside the door is a grindstone, a sword resting in

the honing guide. Before Jack can react, Will has it

in hand.

                    JACK (CONT'D)

          Do you think this is wise, boy?

          Crossing blades with a pirate?

                    WILL

          You threatened Miss Swann.

                    JACK

          Only a little.

In response, Will assumes an en garde position. Jack

appraises him, unhappy to see Will knows what he's doing.

Jack attacks. The two men stand in one place, trading

feints, thrusts and parries with lightning speed, almost

impossible to follow. Will has no trouble matching Jack.

                    JACK (CONT'D)

          You know what you're doing, I'll

          give you that ... Excellent form

          ... But how's your footwork? If I

          step here -

He takes a step around an imaginary circle. Will steps the

other way, maintaining his relationship to Jack.

                    JACK (CONT'D)

          Very good! And if I step again,

          you step again. . .

              (continuing to step

               around the circle)

          And so we circle, circle, like

          dogs we circle. . .

They are now exactly opposite their initial positions.

                    JACK (CONT'D)

          Ta!

Jack turns and heads for the door, now directly behind him.

Will registers angry surprise -- and then with a vicious

overhand motion, he throws his sword -

-- the sword buries itself into the door, just above the

latch, barely missing Jack. Jack registers it, then pulls

on the latch, but it won't move up -- the sword is in the

way.

Jack rattles the latch. Tugs on the sword a few times -- it

is really stuck in there. Jack mouths a curse, but when he

turns back to Will, he's smiling.

                    JACK (CONT' D)

          That's a good trick. Except, once

          again, you are between me and the

          way out.

              (points his sword at the

               back door)

          And now you have no weapon.

Eyes on Jack, Will simply picks up a new sword from an

anvil. Jack slumps in dismay -- but then leaps forward.

Will and Jack duel. Their blades flash and ring. Suddenly,

Jack swings the chain still manacled to his left hand at

Will's head. Will ducks it, comes up wide-eyed.

Then Jack's chain smashes across Will's sword, disarming

him.

Will quickly picks up another sword. Jack becomes aware

that the entire room is filled with bladed weapons: swords,

knives, boarding axes in various stages of completion.

                    JACK (CONT'D)

          Who makes all these?

                    WILL

          I do. And I practice with them. At

          least three hours a day.

                    JACK

          You need to find yourself a girl.

              (Will sets his jaw)

          Or maybe the reason you practice

          three hours a day is you've found

          one -- but can't get her?

A direct hit -- and Will coils even more tightly with

anger.

                    WILL

          No. I practice three hours a day

          so that when I meet a pirate ... I

          can kill him.

He explodes: kicks a rack, causing a sword to fall into his

hand; uses his foot to bring his dropped sword into the

air, catches it -- and attacks Jack, both blades flashing.

Jack parries with sword and chain. Jack's chain wraps

around Will's sword; Will twists the handle of his guard

through a link, and stabs the sword up into the ceiling -

So Jack's manacled left arm is now suspended from the

ceiling. Not good. He parries using one hand, twisting and

dodging around the furnace -

Jack compresses the bellows, blowing a SHOWER OF SPARKS

into Will's face. Jack grabs the chain, hoists himself up,

kicks with his feet, knocking Will back.

Jack uses his full weight, yanks the sword from the

ceiling. Hurls a wooden mallet at Will, then a second,

hitting Will on the wrist. Will drops his sword, falls

down, gets up -

Jack's pistol is aimed directly between Will's eyes.

Will steps back, directly in front of the back exit.

Glares, rubs his wrist gingerly.

                    WILL (CONT'D)

          You cheated.

                    JACK

              (smiles; what do you expect?)

          Pirate.

Jack steps forward. Will steps back, fully blocking the

door.

                       JACK (CONT'D)

          Move away.

                       WILL

          No.

                       JACK

          Move!

                    WILL

          No. I can not just step aside and

          let you escape.

Jack cocks the pistol. Will stares back. The stand-off

lasts for a long moment.

                    JACK

          You're lucky, boy -- this shot's

          not meant for you.

Jack uncocks the pistol. Will is surprised, reassesses Jack

-

Suddenly, Mister Brown SLAMS his bottle against Jack's

skull. Jack crumples to the ground.

The front and back doors smash open, and SAILORS fill the

room. Norrington pushes forward, sees Jack on the ground.

                    NORRINGTON

          Excellent work, Mister Brown.

          You've aided in the capture of a

          dangerous fugitive.

                    BROWN

          Just doing my civic duty.

Jack groans. Norrington stands over him, smiles.

                    NORRINGTON

          I believe you will always remember

          this as the day Captain Jack

          Sparrow almost escaped.

Norrington's men haul Jack away. Will watches them go.

Brown looks at his bottle -- broken.

                    BROWN

          That ratter broke my bottle.

EXT. PORT ROYAL - NIGHT

The thick fog blankets the entire bay now, and the town.

The only structure visible is Fort Charles, high on the

bluff, like a tall ship sailing a sea of grey.

Above the Fort is a clear black sky sprinkled with stars. A

waxing moon shines, giving both Fort and fog an eerie glow.

ANGLE - FORT CHARLES,

just below the stone parapets of the fort, visible briefly

deep in the fog, like a shark fin slicing through the

water: the TOPMAST of a ship, BLACK SAILS billowing. Flying

from the mast is a flag with white Aztec skull.

The Black Pearl has come to Port Royal.

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM - NIGHT

A maid removes a bed warmer from the fireplace, slides it

between the sheets at the end of Elizabeth's bed.

                     ELIZABETH

          Nice and toasty. Thank you,

          Estrellia.

The maid nods, exits. Elizabeth opens a book, begins

reading, toying absently with the medallion chain around

her neck.

The lamp flame begins to diminish. Elizabeth tries to turn

it up. No good. The flame goes out, and the room is black.

INT. BLACKSMITH'S FORGE - NIGHT

Will, shirtless, wearing a leather apron, heats an iron

ingot at the furnace, hammers it flat -- he stops.

His attention is drawn to the window. He opens the shutter

and peers out -- nothing but fog. Almost without noticing,

he reaches for a boarding axe hanging on the wall. Takes it

down; it has a satisfying weight in his hands.

INT. CELL BLOCK - NIGHT

CLOSE ON: A mutt of a dog, holding a ring of keys in his

mouth.

Three seedy-looking prisoners try to coax the dog to their

cell door. One holds a loop of rope; another waggles a

bone. The dog just sits and cocks its head.

                    PRISONER

          Come here, boy... Want a nice,

          juicy bone?

In an adjoining cell, Jack lies on a pile of straw.

                    JACK

          You can keep doing that forever,

          that dog's never going to move.

                    PRISONER

          Excuse us if we ain't resigned

          ourselves to the gallows just yet.

EXT. FORT CHARLES - PARAPETS - NIGHT

A noose hangs from a gallows in the courtyard. Norrington

and Swann walk along the far wall.

                    SWANN

          Has my daughter given you an

          answer yet?

                    NORRINGTON

          No. She hasn't.

                    SWANN

          Well, she had a taxing day...

          Ghastly weather tonight.

                    NORRINGTON

          Bleak. Very bleak.

From the distance, there is a BOOM -

                    SWANN

          What was that?

-- and then the WHISTLE of an incoming ball --

                    NORRINGTON

          Cannon fire!

He tackles Swann as the wall of the parapet EXPLODES --

INT. CELL BLOCK - NIGHT

Jack sits up. There are more BOOMS -

                    JACK

          I know those guns!

He peers out through the bars of the window. The other

prisoners crowd around their window as well.

                    JACK (CONT'D)

          It's the Black Pearl.

                     PRISONER

              (frightened)

          The Black Pearl? I've heard

          stories ... she's been preying on

          ships and settlements for near ten

          years ... and never leaves any

          survivors.

                    JACK

          There are a lot of stories about

          the Black Pearl.

EXT. PORT ROYAL - HARBOR - NIGHT

The Black Pearl still cannot be seen -- but the fog lights

up around her with each boom of her guns. She's firing on

both sides now, hammering both the fort and the town.

EXT. PORT ROYAL - TOWN - NIGHT

Streets, buildings, docks and ships shatter and explode

beneath the onslaught. Villagers panic, run for cover,

dodge flying debris as best they can. If this is not hell

on earth, then it's about to be --

-- long boats emerge out of the fog, carrying ARMED

PIRATES. They swarm from the boats, striking down

,villagers indiscriminately and setting fires.

INT. BLACKSMITH'S FORGE - NIGHT

Will slips the boarding axe into his belt at the small of

his back. He puts a dirk in his belt, then a second and a

third. He picks up a second axe and a sword.

Will slides back the doors of the forge --

A woman runs past, chased by a ONE-ARMED PIRATE wearing a

yellow bandeau. Will backhands the axe square into his

chest, a deadly blow. Will heads out, up the street --

EXT. FORT CHARLES - PARAPETS - NIGHT

The moon is obscured by smoke rising from the burning

gallows and wooden roofs. Cannon fire continues to rain

down, but the fort's own cannons now return fire.

                    NORRINGTON

          Governor! Barricade yourself in my

          office!

              (Swann hesitates)

          That's an order!

Swann turns to go -- but finds himself face-to-face with a

pirate -- KOEHLER, a handsome blond man with gold earrings.

Beyond Koehler, more pirates come up over the far wall.

Koehler grins and raises a cutlass -

-- Norrington's sword blocks Koehler's slash.

                    NORRINGTON (CONT'D)

          They've flanked us! Men! Swords

          and pistols!

The battle is joined --

INT. GOVERNOR'S MANSION - ELIZABETH f S BEDROOM - NIGHT

Elizabeth looks out a window at the scene below: even

through the fog, multiple fires are visible, and ships burn

in the harbor. Shouts and cries of pain. Cannon fire

ECHOES.

She notices movement directly below her window: two SHADOWY

FIGURES, approaching the house -- pirates. Elizabeth bolts

from her room--

INT. SECOND FLOOR HALLWAY - NIGHT

She reaches the railing overlooking the foyer, and cries

out, just as the butler opens the door -- too late; there

is the BOOM of a gun, and the butler crumples.

Elizabeth ducks down in horror, peering through the

balusters. The pirates scan the foyer, searching. The

leader is PINTEL, a sallow-looking pirate with a bald head.

Suddenly Pintel looks up, and locks eyes with Elizabeth.

How could he know she was there?

                      PINTEL

          Up there!

The pirates rush for the stairs. Elizabeth scrambles back

into the nearest room--

INT. SITTING ROOM - NIGHT

Elizabeth shuts the door, locks it, listens as the pirates

pound up the stairs --

                    ESTRELLA

          Miss Elizabeth?

Elizabeth jumps. Estrella is right behind her, terrified.

They whisper:

                    ESTRELLA (CONT'D)

          Are they come to kidnap you, miss?

          The daughter of the governor would

          be very valuable.

Elizabeth realizes she's right. There is the SLAM of a body

against the door.

                    ELIZABETH

          Listen, Estrella -- they haven't

          seen you. Hide, and first chance,

          run for the fort .

Estrella nods. Another SLAM at the door -- it gives a bit -

-

Elizabeth shoves Estrella into the corner, between a tall

wardrobe and the wall. Dashes for the side door.

When the door smashes inward, it slams into the wardrobe,

and the maid cannot be seen. The pirates run in -- spot the

open side door, and run for it --

INT. ELIZABETH'S BEDROOM - NIGHT

Pintel is the first through, and gets the pan of the bed

warmer in the face for his trouble -- he staggers back,

holding his nose --

INT. SITIING ROOM - NIGHT

Estrella breaks cover, runs for the hall, unnoticed.

INT. ELIZABETH'S BEDROOM - NIGHT

-- Elizabeth swings the bed warmer at the second pirate,

but he catches it by the handle -- Elizabeth can't jerk it

free, so she wrenches it over -- the pan lid swings down,

BANGING the second pirate -- hot coals spill on his head,

sizzling.

Elizabeth dashes for the hallway stairs -

INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT

The pirates burst from the bedroom -- Pintel goes for the

stairs, but the second pirate vaults the handrail --

Estrella registers the butler's body, but continues out the

still-open front door at a dead run. Elizabeth follows --

The second pirate lands between Elizabeth and the front

door. His face is BURNED, his hair SMOLDERS -- he reaches -

-

Elizabeth pulls up short, runs the other way --

Pintel, on the stairs, grabs her by the hair -- Elizabeth

doesn't slow -- she spins, grabs Pintel's arm with both

hands and pulls him hard, belly-first, into the cap of the

newel post -- he lets go of her hair -- Elizabeth keeps

INT. DINING ROOM - NIGHT

Elizabeth slams the double doors shut, throws the bolts.

The interior shutters are closed over the windows. Above

the fireplace are two crossed swords.

Elizabeth climbs on the firebox; she grabs one of the

swords by the hilt and pulls -- but it won't come free.

Both swords are securely attached to the wall. Damn!

A SMASH from the doors -- the pirates are relentless -

On the table is a platter with fruit, cheese and bread.

Elizabeth grabs the knife from the platter -

Like any bread knife, it has a round point. Elizabeth jabs

it into her palm -- it's useless as a weapon. Double damn!

The blade of a boarding axe breaches the door -- the

pirates will be through soon -- Elizabeth looks around -

INT. FIRST FLOOR HALLWAY - NIGHT

The doors give way; the pirates charge through -

INT. DINING ROOM - CONTINUOUS - NIGHT

Empty. Elizabeth nowhere to be seen. Pintel and Smoldering

Pirate search, under the table, behind draperies.

                    PINTEL

          We know you're here, poppet. Come

          out and we promise we won't hurt

          you.

Smoldering pirate gives him look -- he wants to hurt her

plenty. Pintel shakes his head: 'Don't worry, I'm lying.'

                    PINTEL (CONT'D)

          We will find you, poppet ...

          You've got something of ours, and

          it calls to us!

INT. DUMBWAITER - NIGHT

Elizabeth hides in the dumbwaiter box, wrapped around the

double pulley ropes that go through the center.

                    PINTEL (O.S.)

          The gold calls to us!

Elizabeth registers that -- she pulls out the medallion,

rubs

the gold with her thumb. This is their objective. Light

spills into the- box through gaps in the top as the door

above is slid open -- Elizabeth looks up through the gaps -

Pintel leers down at her.

                      PINTEL (CONT'D)

            Hello, poppet.

Elizabeth works the ropes to lower  the box. Pintel pulls

the other way; he's stronger, and  the box rises. Elizabeth

tries to stop it -- wraps her left  forearm through the rope

and lets it jam against the top of  the box.

Elizabeth gasps at the pain, but the box stops. She saws at

the rope with the bread knife.

Smoldering pirate helps pull the rope, crushing Elizabeth's

forearm. Tears of pain on her face, she keeps sawing -

The rope parts, and the dumbwaiter box PLUMMETS -

INT. KITCHEN - NIGHT

From behind the door of the dumbwaiter comes a CRASH, and a

cloud of dust. The door slides open, and Elizabeth clambers

out. Her head is cut, she is streaked with dirt, and can

barely stand. She leans over the table, trying to recover.

The sound of running FOOTSTEPS gets louder ...

                      ELIZABETH

            Please, no ...

Elizabeth touches the chain of the medallion ... and a

desperate idea occurs to her.

The pirates burst through the door. Elizabeth backs away,

holds the bread knife out to ward them off. They come

around either side of the table, stalking her -

                      ELIZABETH (CONT'D)

                (gasps it out)

            Par. .. Parlay!

Pintel can't believe his ears.

                    PINTEL

          What?

                    ELIZABETH

          Parlay! I invoke the right of

          parlay! According to" the Code of

          the Brethren, set down by the

          pirates Morgan and Bartholomew,

          you must take me to your Captain!

                    PINTEL

          I know the code.

                    ELIZABETH

          If an adversary demands parley,

          you can do them no harm until the

          parlay is complete.

                    PINTEL

          It would appear, so do you.

                    SMOLDERING PIRATE

          To blazes with the code!

He steps forward, dirk drawn -- Pintel stops him.

                    PINTEL

          She wants to be taken to the

          Captain, and she'll go without a

          fuss.

He looks to Elizabeth: 'right?' Elizabeth nods.

                    PINTEL (CONT'D)

          We must honor the code.

Smoldering Pirate concedes the point, sheaths his dirk. He

grabs Elizabeth roughly by the arm -

EXT. PORT ROYAL - STREET - NIGHT

Will races along, momentarily free of the pirates. He spots

the Governor's Mansion in the distance. There are FIGURES

moving away from it -- Elizabeth, forced by the two

pirates.

Will hurries forward -

Suddenly a PIRATE jumps out from the shadows, slashes; Will

defends himself. The pirate has one arm and wears a yellow

bandana. Will hesitates -- didn't he already kill this guy?

The hesitation is just enough for another PIRATE, swinging

a flaming torch, to SLAM Will in the head from behind. Will

crumples.

The pirate lights a second torch, hands it to One-arm; they

hoot with delight and head off, setting fires as they go.

On the ground, Will doesn't move.

INT. FORT CHARLES - CELL BLOCK - NIGHT

The wall of the cells EXPLODES inward. Jack pulls himself

out from under rubble. Moonlight spills in through the

gaping hole created by the cannon ball. Beyond it: freedom.

But it is centered on the other cell. The part of Jack's

cell that is gone is too small for a man to slip through.

                       PRISIONER

          Praise be!

He and the other two scramble through.

                    PRISONER (CONT'D)

              (back to Jack)

          My sympathies, friend - - you've

          no manner of luck at all!

The three descend the rocks beyond, disappearing from view.

Jack is alone. Cannon fire continues, occasional hits

shaking the fort. The dog cowers under a long bench, key

ring still in his mouth. Jack sighs -- resigned, he picks

up the bone from the other cell, and tries coax the dog

forward.

                    JACK

          It's all right, doggie ... come

          here,

boy. Come here, Spot. Rover. Fido?

To his surprise, the dog crawls out from under the bench.

Jack continues to coax him closer.

The key ring is nearly within Jack's reach -- suddenly, the

dog's attention goes to the door into the cell block. He

BRISTLES, GROWLS. He backs away from the door, whining.

                    JACK (CONT'D)

          What's the matter, boy?

The dog bolts, through the bars, into the cell, then out

through the breached wall -- taking the keys with him.

The door to the cell block bursts open. A pair of pirates

step in: KOEHLER and TWIGG.

                    TWIGG

          This isn't the armory.

He turns to go, but Koehler has spotted Jack.

                    KOEHLER

              (Dutch accent)

          Well, well... Look what we have

          here, Twigg. It's. Captain

          Sparrow.

                    TWIGG

          Huh. Last time I saw you, you were

          all alone on a God-forsaken

          island, shrinking into the

          distance. I'd heard you'd gotten

          off, but I didn't believe it.

                    KOEHLER

          Did you sprout little wings and

          flyaway?

                    TWIGG

          His fortunes aren't improved much.

The two laugh. Jack doesn't. He steps forward, close to the

bars. This puts him in a spill of moonlight. He is tight

with fury.

                    JACK

          Worry about your own fortunes. The

          lowest circle of hell is reserved

          for betrayers ... and mutineers.

Koehler and Twigg don't like hearing that. Koehler lashes

out, grabs Jack by the throat through the bars. Jack

clutches the pirate's wrist, looks down -

Where they enter the moonlight, Koehler's wrists and hands

are skeletal.

Jack's eyes go wide -- he is holding a skeleton arm.

                    JACK (CONT' D)

          You are cursed.

Koehler sneers, shoves Jack backwards, hard. Now out of the

moonlight, his hand is normal. Jack stares, realizing -

                    JACK (CONT'D)

          The stories are true.

Koehler ushers Twigg toward the door. Looks back.

                    KOEHLER

          You know nothing of hell.

And then they're gone.

EXT. PORT ROYAL - NIGHT

Amid the thunder of cannon fire, a longboat slips through

the fog. Elizabeth sits in the prow. Columns of water from

cannon balls geyser up around the boat.

The fog parts. Elizabeth looks up to see --

The Black Pearl, a tall galleon, its black sails looming

high above her. At the bow is an ornately carved figurehead

of a beautiful woman, arm held high, a small bird taking

wing from her outstretched hand.

The longboat makes for a pair of lines dangling from a

winch.

EXT. BLACK PEARL - MAIN DECK - NIGHT

Lit by lanterns; no moon is visible beneath the fog. Smoke

hangs heavy above the deck.

Elizabeth's longboat is raised above the deck rail --

pirates spot her, and stare. One polite fellow steps

forward to offer his hand. She takes it and steps down. She

huddles, self-conscious in her nightgown and dressing robe.

                    BOSUN

          I didn't know we was taking

          captives.

                    PINTEL

          She's invoked the right of

          parlay... with Captain Barbossa.

ON THE POOP DECK -- an imposing FIGURE in silhouette stands

by the wheel, too far away to have heard Pintel's words.

But his head turns at the mention of his name.

The silhouetted figure moves toward the stairs. A cloud of

SMOKE obscures him -- and then, as if he skipped the

stairs, he strides out of the SMOKE on the main deck-

This is BARBOSSA. Despite the bright colors of clothing,

definitely not a man you'd want to meet in a dark alley --

or anywhere, for that matter.

Elizabeth, more terrified than ever, cannot look away from

his eyes. But she musters her courage -

                    ELIZABETH

          I am here to --

The Bosun SLAPS her.

                    BOSUN

          You'll speak when spoken to!

His wrist is grabbed -- painfully -- by Barbossa.

                    BARBOSSA

          And you'll not lay a hand on those

          under the protection of parlay!

                       BOSUN

          Aye, sir.

Barbossa releases him. Turns to Elizabeth, smiles -- it

shows both silver and gold teeth.

                       BARBOSSA

          My apologies, miss. As you were

          saying, before you were so rudely

          interrupted?

                    ELIZABETH

          Captain Barbossa ... I have come

          to negotiate the cessation of

          hostilities against Port Royal.

Barbossa is both impressed and amused.

                    BARBOSSA

          There was a lot of long words in

          there, miss, and we're not but

          humble pirates. What is it you

          want?

                     ELIZABETH

          I want you to leave. And never

          come back.

Barbossa and the pirates laugh.

                    BARBOSSA

          I am disinclined to acquiesce to

          your request.

              (helpfully)

          Means' No. '

                       ELIZABETH

          Very well.

She quickly slips the medallion off, darts to the side

rail, dangles it over the side of the ship. The pirates go

quiet.

                    ELIZABETH (CONT'D)

          I'll drop it!

                    BARBOSSA

          My holds are bursting with swag.

          That bit of shine matters to me

          ... Why?

                    ELIZABETH

          Because it's what you're searching

          for. You've been searching for it

          for years. I recognize this ship.

          I saw it eight years ago, when we

          made the crossing from England.

                    BARBOSSA

              (interested)

          Did you, now?

Elizabeth glares at him. She's getting nowhere.

                    ELIZABETH

          Fine. I suppose if this is

          worthless, there's no reason to

          keep it.

She flips the medallion up, off her finger -

                    BARBOSSA

          NO!

She catches it by the chain, smiles at him triumphantly.

                    BARBOSSA (CONT'D)

          You have a name, missy?

                     ELIZABETH

          Elizabeth -

              (stops herself from

               saying "Swann"; then:)

          Turner.

              (embroidering)

          I'm a maid in the governor's

          household.

              (curtsies)

          Barbossa reacts to the name

          Turner: it confirms what he has

          suspected. The other pirates

          surreptitiously exchange glances

          and nods.

                    BARBOSSA

          You've got sand, for a maid.

                    ELIZABETH

              (curtsies again)

          Thank you, sir.

                    BARBOSSA

          And how does a maid come to own a

          trinket such as that? A family

          heirloom, perhaps?

                    ELIZABETH

          Of course.

              (offended)

          I didn't steal it, if that's what

          you mean.

                    BARBOSSA

          No, no, nothing like that.

              (comes to a decision)

          Very well. You hand that over,

          we'll put your town to our rudder

          and ne'er return.

                    ELIZABETH

          Can I trust you?

                    BARBOSSA

          It's you who invoked the parlay!

          Believe me, Miss, you'd best hand

          it over, now... or these be the

          last friendly words you'll hear!

Elizabeth hesitates, but she has no choice. She holds out

the medallion. He grabs it, clutches it in his fist like

hope.

                    ELIZABETH

          Our bargain. . ?

Barbossa grins devilishly -- but then nods to the Bosun.

                    BOSUN

          Still the guns, and stow 'em!

          Signal the men, set the flags, and

          make good to clear port!

For the first time since the attack began, the BOOMING of

the guns ceases. Elizabeth is surprised -- and relieved.

The pirates hustle to follow orders. Barbossa turns away.

                    ELIZABETH

          Wait! You must return me to shore!

          According to the rules of the

          Order of the Brethren -

Barbossa wheels on her.

                     BARBOSSA

          First. Your return to shore was

          not part of our negotiations nor

          our agreement, and so I 'must' do

          nothing. Secondly: you must be a

          pirate for the pirate's code to

          apply. And you're not. And

          thirdly...

the code is more what you'd call guidelines than actual

rules.

(grins gold and silver)

Welcome aboard the Black Pearl, Miss Turner.

Elizabeth stares in speechless terror -

EXT. PORT ROYAL - HARBOR - PRE-DAWN

As the Black Pearl turns out to sea, Elizabeth is led back

along the deck to the captain's cabin.

The fog starts to dissipate, turning to a light mist;

through it, the Black Pearl makes for the scarlet glow of

dawn.

EXT. PORT ROYAL - STREET - PRE-DAWN

Will comes to, still where he fell, gets to his feet.

He takes in the devastation of Port Royal: the harbor is

dotted with burning and sunken ships; buildings are razed

and still smolder. The aftermath of hell on earth.

Will turns, and runs for the Governor's Mansion.

INT. GOVERNOR'S MANSION - MORNING

Will races past the smashed doors, into the foyer. Calls

out:

                    WILL

          Miss Swann! Elizabeth!

A terrible silence answers him. He spots an overturned

chair, fallen bookshelf -

INT. FORT CHARLES - NORRINGTON'S OFFICE - MORNING

Will bursts in, still armed with sword and boarding axe.

                     WILL

          They've taken her! They've taken

          Elizabeth!

A group stares at him: Swann, Norrington, and Gillette

among others, gathered around a map. The map is so large it

drapes over the Governor's desk, the far end supported by a

chair.

                    NORRINGTON

          We're aware of the situation.

                    WILL

          We have to hunt them down -- and

          save her!

Swann's worry has made him short-tempered.

                    SWANN

          Where do you propose we start? If

          you have any information that

          concerns my daughter, then share

          it! If anyone does, tell me!

              (Will is silent)

          Leave, Mr. Turner.

Murtogg has remembered something. He ventures it warily:

                    MURTOGG

          That Jack Sparrow... he talked

          about the Black Pearl.

                    MULLROY

          Mentioned it, is more what he did.

                     MURTOGG

          Still --

                    WILL

          We can ask him where it is --

          maybe he can lead us to it!

                     SWANN

          That pirate tried to kill my

          daughter. We could never trust a

          word he said!

                    WILL

          We could strike a bargain -

                    NORRINGTON

          No. The pirates who invaded   this

          fort left Sparrow locked in   his

          cell. Ergo, he is not their   ally,

          and therefore of no value.

              (through with Will)

          We will determine their most

          likely course, and launch a   search

          mission that sails with the   tide.

Will slams the boarding axe into the desk, through the map.

                    WILL

          That's not good enough. This is

          Elizabeth's life!

Norrington is quick to react; he throws a strong arm across

Will's back, and guides him roughly to the door.

                    NORRINGTON

          Mr. Turner, this is not the time

          for rash actions.

              (low)

          Do not make the mistake of

          thinking you are the only man here

          who loves Elizabeth.

              (firm)

          Now, go home.

He opens the door, and then turns away. Will watches him

walk back to the desk. Will's face sets in resolve, and he

leaves.

INT. FORT CHARLES - JAIL CELLS - MORNING

Jack strains, trying to budge one of the bars. Even with

the damage from the cannon ball, it won't move. He hears

the sound of the door latch -

The door opens, and Will slips in. Looks around. Jack

lounges on the floor of his cell, apparently relaxed and

unconcerned. Will marches straight up to the bars.

                    WILL

          Are you familiar with that ship?

          The Black Pearl?

                      JACK

          Somewhat.

                    WILL

          Where does it make berth?

                    JACK

          Surely you've heard the stories? The

          Black Pearl sails from the dreaded Isla

          de Mureta... an island that cannot be

          found -- except by those who already

          know where it is.

                    WILL

          The ship's real enough. So its

          anchorage must be a real place. Where

          is it?

                    JACK

          Why ask me?

                    WILL

          Because you're a pirate.

                    JACK

          And you want to turn pirate

          yourself?

                    WILL

          Never.

              (beat)

          They took Miss Swann.

                    JACK

              (he was right)

          So it is that you found a girl. Well,

          if you're intending to brave all and

          hasten to her rescue and so win fair

          lady's heart, you'll have to do it

          alone. I see no profit in it for me.

Will slams his fist against the bars in frustration. Jack

is surprised at the outburst. Will thinks ... makes a

decision.

                    WILL

          I can get you out of here.

                    JACK

          How? The key's run off.

                    WILL

              (examines the cell)

          I helped build these cells. Those are

          hook-and-ring hinges. The proper

          application of strength, the door'll

          lift free. Just calls for the right

          lever and fulcrum. . .

Jack watches Will as he speaks, and it dawns on him -- Will

is the spitting image of someone he's known in the past.

                    JACK

          Your name is Turner.

Will gives him a puzzled look.

                    WILL

          Yes. Will Turner.

Jack grins.

                    JACK

          Will Turner...

              (he stands)

          I'll tell you what, Mr. Turner. I've

          changed my mind. You spring me from

          this cell, and on pain of death, I'll

          you to the Black Pearl.

              (sticks out his hand)

          Do we have an accord?

Will gives him a suspicious look. The deal seems too good.

Jack keeps his hand out, still smiling. Will shakes it.

                    WILL

          Agreed.

                    JACK

          Agreed!

Will looks around, figures out   what he needs. He makes a

chair his fulcrum, and levers   the long bench under the

door. Pushes down -- it's hard   work -- but the cell door

rises, and then falls forward,   CRASHING down on the bench

and chair.

Jack is impressed. He steps out of the cell.

                    WILL

          Someone will have heard that.

          Hurry.

Will heads for the door. Jack searches the desk, cupboards.

                    JACK

          Not without my effects.

                    WILL

          We need to go!

Jack finds his pistol, sword belt, and compass. Straps on

the belt, checks the shot in his pistol.

                    WILL (CONT'D)

          Why are you bothering with that?

                     JACK

          My business, Will. As for your business

          -one question, or there's no use going.

               (joins Will at the door)

          This girl -- what does she mean to you?

          How far are you willing to go to save

          her?

                    WILL

              (no hesitation)

          I'd die for her.

                    JACK

          Good.

EXT. PORT ROYAL - DOCKS - MORNING

The Jolly Mon, four inches of water in the bottom, squats

low in the water, heeled to one side, creaking on its

lines.

                    JACK (O.S.)

          Ah, now there's a lovely sight!

Jack hops down into the boat. Prepares to make way.

                    JACK (CONT'D)

          I knew the Harbormaster wouldn't report

          her. Honest men are slaves to their

          conscience, and there's no predicting

          'em. But you can always trust a

          dishonest man to stay that way...

Jack notices that Will is standing, frozen on the dock,

staring at the boat in dismay.

                    JACK (CONT'D)

          Come aboard.

                    WILL

          I haven't set foot off dry land I was

          twelve, when the ship I was on

          exploded.

              (regards the boat)

          It's been a sound policy.

                    JACK

          No worries there. She's far more

          likely to rot out from under us.

Will steels himself, steps into the boat as if its going to

capsize with the slightest movement. Jack hoists the sail.

                    JACK (CONT'D)

          Besides, we are about to better

          our prospects considerably.

He nods toward the H.M.S. Dauntless, looming in the harbor.

Will whiteknuckles the gunwales.

                    WILL

          We're going to steal a ship? That

          ship?

                    JACK

          Commandeer. We're going to

          commandeer a ship. Nautical term.

                    WILL

          It's still against the law.

                    JACK

          So's breaking a man out of jail. Face

          it, Will: you may say you'll never be a

          pirate, but you're off to a rip-roaring

          start.

              (smiling)

          My advice -- smile and enjoy it.

EXT. PORT ROYAL - MORNING

The Jolly Mon bobs its way across the bay, dwarfed against

the H.M.S. Dauntless. Will holds a stay line with iron

fists.

                     WILL

          This is either crazy, or

          brilliant.

                    JACK

          Remarkable how often those two

          traits coincide.

The Jolly Man nears the rudder of the much larger ship -

EXT. H. M. S. DAUNTLESS - MAIN DECK - MORNING

There's been a breakdown in discipline; about a dozen Navy

sailors are gathered together on the main deck, playing

dice. Murtogg and Mullroy among them.

Suddenly, Jack and Will jump out, into the open -

brandishing pistols.

                    JACK

          Everybody stay calm. We're taking

          over the ship!

                    WILL

              (a beat)

          Aye! Avast!

Jack gives him a look, shakes his head: don't do that.

The sailors all look   at them -- and then burst out

LAUGHING. They grin,   shake their heads. Jack stands there,

grinning with them --   but his gun is still level. The

Lieutenant, GILLETTE,   steps forward.

                       GILLETTE

          You're serious about this.

Jack moves his pistol across, points it at Gillette.

                    JACK

          Dead serious.

                    GILLETTE

          You understand this ship cannot be

          crewed by only two men. You'll never

          make it out of the bay.

                    JACK

          We'll see about that.

More guffaws from the crew. A couple sailors move forward,

hands on swords -- Gillette holds up a hand.

                    GILLETTE

          Sir, I'll not see any of my men killed

          or wounded in this foolish enterprise.

                    JACK

          Fine by me. We brought you a nice

          little boat, so you can all get back to

          shore, safe and sound.

                    GILLETTE

              (a curt nod)

          Agreed. You have the momentary

          advantage, sir. But I will see you

          smile from the yard arm sir.

                    JACK

          As likely as not.

              (calling)

          Will, short up the anchor, we've

          got ourselves a ship!

EXT. DAUNTLESS - STERN - MORNING

Sailors make their way down a rope ladder, crowd onto the

Jolly Mon. Will pushes hard against the windlass, to no

avail ... the anchor is too heavy for one man. Jack

notices.

                    JACK

          A little help?

Gillette shrugs, gestures to Murtogg and Mullroy. The three

men throw their weight into the windlass, and it turns.

Jack's pistol is on them the whole time.

                    MURTOGG

          I can't believe he's doing this.

The windless turns, bringing Mullroy into view.

                    MULLROY

          You didn't believe he was telling the

          truth, either.

The windless turns some more, and there's Gillette.

                    GILLETTE

              (over his shoulder, to Will)

          Do you have any idea, boy, what you're

          doing?

Another quarter turn -

                      WILL

          No.

EXT. DAUNTLESS - FORECASTLE - DAY

Jack and Will crank a capstan, raising the forward jib

sail. It luffs and billows out. The huge ship inches

forward slowly, pulled by just the one sail. Jack grins.

                    JACK

          Lookee there, mate! We're

          underway!

EXT. PORT ROYAL - DOCK - DAY

Norrington moves along, concentrating on a manifest.

Alongside him is governor Swann, who glances over -

Sees the tiny Jolly Mon headed toward them, riding low in

the water, overloaded with sailors. Beyond that, the

Dauntless sails -- albeit slowly -- for open waters.

                    SWANN

          Commodore --

                      NORRINGTON

          A moment.

                    SWANN

          But --

                    NORRINGTON

          Please.

                    SWANN

          Dammit, man, it appears someone is

          stealing your ship!

Norrington glances out at the bay. Sure enough, the

Dauntless is on the move. Norrington takes a brass

telescope from his belt, opens it, trains it on --

The main deck. He picks out Will -

                    NORRINGTON

          Rash, Turner, too rash.

-- then spots Jack, at the wheel. Lowers the telescope.

                    NORRINGTON (CONT'D)

          That is, without doubt, the worst

          pirate I have ever seen.

EXT. H . M. S. DAUNTLESS - DAY

Out in the open sea, Jack leans on the wheel, relaxed; not

much sailing to do with a following wind. Will looks back -

                    WILL

          They're coming!

He points: the sails of the Interceptor fill out, and the

ship cuts through the water toward them-

EXT. H.M.S. INTERCEPTOR - DAY

Norrington's smaller ship quickly comes alongside the

slowmoving Dauntless. Its decks appear empty. Grappling

hooks are thrown, and sailors draw the two ships together.

Norrington's men swarm across.

                    NORRINGTON

          Search every cabin, every hold,

          down to the bilges!

PULL BACK, away from the   Dauntless, and past the railing of

the Interceptor, where a   single SENTRY stands watch -- and

we find a soaked Jack and   Will as they climb up over the

side of the smaller ship,   unseen.

Jack tackles the Sentry from behind, covers hi1rmouth.

                    JACK

          Can you swim?

              (the man struggles)

          Can. You. Swim?

Jack removes his hand.

                    SENTRY

          Of course, sir. Like a fish. I

          grew up summers living in Dover,

          with my uncle -

                    JACK

          Good.

Jack lifts the man up, throws him overboard. Quickly unties

the ropes to the grappling hooks. Will cranks the capstan

bars, raising the foresail -

EXT. H . M. S. DAUNTLESS - DAY

Norrington emerges from a gangway -- and sees his other

ship moving away.

                    NORRINGTON

          Sailors! Back to the Interceptor!

But the distance is already too great. One brave sailor

tries to swing across on a rope, Errol-Flynn style, but

falls short with a splash.

Jack waves, and shouts across the distance -

                    JACK

          Thank you, Commodore, for getting our

          ship ready to make way! We'd've had a

          hard time of it by ourselves!

Norrington seethes, but his order to Gillette is measured:

                    NORRINGTON

          Raise the sails.

                    GILLETTE

          The wind is quarter from astern

          ... by the time we're underway,

          we'll never catch them.

                    NORRINGTON

          We need only to come about, to put

          them in range of the long nines.

Gillette looks surprised at the order -- but relays it.

                    GILLETTE

          Hands! Come about! Jackets off the

          cannons!

              (to Norrington)

          We are to fire on our own ship?

                    NORRINGTON

          Better to see it at the bottom of the

          sea than in the hands of a pirate.

The STEERSMAN turns the wheel. The Dauntless' course does

not change one whit.

                    STEERSMAN

          Captain, there's a problem.

The Steersman spins the wheel. It goes round and round,

with no signs of slowing.

                    STEERSMAN (CONT'D)

          He's disabled the rudder chain, sir.

                    NORRINGTON

          So it would seem.

The Interceptor dwindles with distance. Gillette watches it

go, with some degree of admiration.

                    GILLETTE

          He's got to be the best pirate

          I've ever seen.

Norrington reaches out, stops the spinning ship's wheel.

                    NORRINGTON

          So it would seem.

The Interceptor makes for the horizon line. A SLOW DISSOLVE

and with the time passage, the ship is gone; the sky turns

a deep twilight blue -

EXT. CARIBBEAN SEA - EVENING

-- with the fat white moon riding just above the horizon.

Suddenly, the edge of a black sail cuts into the

foreground, accompanied by the ROAR of the wind and the

SNAP of canvas -

INT. BLACK PEARL - CAPTAIN'S CABIN - EVENING

Elizabeth stalks the cabin. Pintel enters, carrying a black

silk dress.

                    PINTEL

          You'll be dining with the Captain,

          and he requests you wear this.

                    ELIZABETH

          Tell the captain that I am disinclined

          to acquiesce to his request.

                    PINTEL

              (happy)

          He said you say that! He also said if

          that be the case, you'll be dining with

          the crew, and you'll be naked.

Angry, Elizabeth holds out her hand. Pintel's grin fades.

                    PINTEL (CONT'D)

              (hands it over)

          Fine.

He exits, pouting. Elizabeth examines the dress -

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

Barbossa enters, followed by PIRATES carrying trays of

food, wine, table setting, etc. Elizabeth stands at the

small table in the dress -- lovely.

                    BARBOSSA

          Maid or not, it fits you.

                    ELIZABETH

          Dare I ask the fate of its previous

          owner?

                    BARBOSSA

          Now, none of that. Please dig in.

The table is set. Elizabeth sits, cuts a tiny piece of

meat, eats it daintily.

                    BARBOSSA (CONT'D)

          No need to stand on ceremony, and no

          call to impress anyone. You must be

          hungry.

Elizabeth drops the pretense: she's starving, and begins to

eat like it. Barbossa watches her intently.

                    BARBOSSA (CONT'D)

          Try the wine.

Elizabeth does, a huge swig; she tears off a hunk of bread,

devours it.

                    BARBOSSA (CONT'D)

          And the apples -- one of those next.

She starts to bite into the apple -- stops. She is suddenly

aware of Barbossa's gaze -- and that he is not eating.

                    ELIZABETH

          It's poisoned!

She shoves her plate away -- and takes the opportunity to

palm her knife. Barbossa LAUGHS.

                    BARBOSSA

          Oh, there would be no sense in killing

          you, Miss Turner.

                    ELIZABETH

          Then why aren't you eating?

                    BARBOSSA

          Would that I could.

He produces the medallion, lets it dangle from his fingers.

                    BARBOSSA (CONT'D)

          Do you not know what this is,

          then?

                    ELIZABETH

          It's a pirate medallion.

                    BARBOSSA

          It's a piece of the treasure of Isla de

          Muerta .

Elizabeth gives an infinitesimal shrug, intrigued despite

herself.

                    BARBOSSA (CONT 'D)

          Ah, so you don't know as much as you

          pretend. Back when Cortes was cutting a

          great bloody swath through the New

          World, a high priest gave. him all the

          gold they had, with one condition: that

          he spare the people's lives. Of course,

          Cortes being Cortes, he didn't.

              (nods)

          He'd've made a great pirate, that one.

Barbossa stands, moves to a shelf. Puts a key to a medium-

sized polished wooden box -- the Captain's chest. Opens it.

                    BARBOSSA (CONT'D)

          So the priest, with his dying breath,

          called on the power of the blood of his

          people, and put on the gold a curse. If

          anyone took so much as a single piece,

          as he was compelled by greed, by greed

          he would be consumed.

Inside the chest are charts, some gold, a sextant -- and a

few pages of a Mayan CODEX, pieces of tree bark inscribed

with Mayan glyphs. Barbossa removes them carefully, sets

them on the table. Pours over them.

                    BARBOSSA (CONT'D)

          Within a day of leaving port for Spain,

          the treasure ship carrying the gold ...

          something went wrong. The ship run

          aground, every man aboard dead, save

          one. He survived long enough to hide

          the gold ashore.

              (beat)

          Over time, the dark magic of the curse

          seeped into the place, making it a

          cursed island. An island of death. Isla

          de Muerta.

He looks up. Elizabeth has been rapt, involved in the story

-but feigns a dismissive attitude.

                    ELIZABETH

          That's all very interesting, but I

          hardly believe in ghost stories

          any more.

Barbossa is angry. He stands, sweeps the food off the

table.

                    BARBOSSA

          You idiot girl! It's no make-

          believe! My crew and I, we found

          the gold, and we did more than

          take one piece, we took it all.

          Rich men we were and we spent it

          and traded it and gave it away in

          exchange

for drink and food and pleasant company. But we found out:

the drink could not sate us, and the food turned to ashes

in our mouths, and no amount of pleasant company could ease

our torment.

(regains his composure)

We are cursed men, Miss Turner,

condemned, to be forever consumed by our own greed. Gold

calls to UB, always, and we are driven, always, to find

more, and add it to the treasure.

Barbossa picks up the priceless Codex. Crushes them in his

fist.

                    BARBOSSA (CONT'D)

          There is but one way to remove the

          curse. All of the scattered pieces

          of the treasure must be restored

          in full, and the blood repaid.

                 (he throws the pages

                  aside)

             We've recovered every piece --

             save for this.

                 (holds up the medallion)

             And as for the blood ... that's

             what we have you for.

                 (pleasant, finally

                  getting to his point)

             And that's why there's no sense in

             killing you. Yet.

Elizabeth stares at him, horrified. Using the toe of his

boot, Barbossa flips an apple up off the floor, catches it,

extends it to Elizabeth.

                       BARBOSSA (CONT'D)

             Apple?

Elizabeth slowly reaches for the apple -- and then comes up

out of her chair, trying to run around Barbossa_ They

struggle briefly, and then suddenly he shoves her away-

Elizabeth's stolen KNIFE is buried in Barbossa's chest, to

the hilt --

Barbossa is completely unaffected. He opens his shirt to

get a better look at the knife, pulls it out with little

effort. There is BLOOD on the blade, but none anywhere

else.

                       BARBOSSA (CONT'D)

             I'm curious -- after killing me,

             what is it you were planning to do

             next?

Elizabeth backs away, whirls and barrels out the door -

EXT. BLACK PEARL - MAIN DECK - NIGHT

-- Elizabeth comes to dead stop. She stares, her jaw

working, trying to scream but unable to -

The pirate crew works at their stations, coiling lines,

navigating the ship, swabbing decks -- but where the

moonlight falls across their bodies, they are nauqht but

SKELETONS. .

Elizabeth turns away from the sight -

Barbossa stands just inside the doorway, out of the

moonlight. He grabs her roughly by the shoulders and jerks

her back around -- Elizabeth shuts her eyes -

                    BARBOSSA

          Look!

              (shakes her)

          LOOK! The moonlight shows us for

          what we really are! We are not

          among the living and so we cannot

          die -

He spins her back around to face him -- he leans forward,

putting his face in the moonlight, turning it into a

gleaming SKULL with gold and silver teeth -

                    BARBOSSA (CONT'D)

          -- but neither are we dead! We

          have all the desires of the

          living, but cannot satisfy them!

          Ten years I have been parched of

          thirst, and unable to quench it!

          Ten years, I have been starving to

          death -- and haven't died!

              (raises his hand)

                    BARBOSSA (CONT'D)

          And I have not felt anything for

          ten years ... Not the wind on my

          face, nor the spray of the sea ...

              (reaches toward

               Elizabeth)

          ... nor the flesh of a woman ...

Elizabeth flinches away from the skeletal hand. It drops

away -- he takes a bottle of wine from the opened case

beside the cabin door, uncorks it with his teeth, raises it

-

                    BARBOSSA (CONT'D)

          You'd best start believing in

          ghost stories, Miss Turner.

          Because now you're in one.

He tilts the bottle and drinks -- it runs over his jaw,

through his rib cage, drenching his clothes.

Elizabeth darts around him, back into the cabin, and shuts

the door. Barbossa hurls the bottle away.

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

Elizabeth huddles in the far corner of the cabin,

terrified.

EXT. CARIBBEAN SEA - DAY

The Interceptor cuts across the waves. Jack at the wheel;

Will tightens a line, moves back astern.

EXT. INTERCEPTOR - MAIN DECK - DAY

Will sharpens his sword with a whetstone: shhhk -- shhhk

...

                    JACK

          For a man whose made an industry

          of avoiding boats, you're a quick

          study.

                     WILL

          I worked passage   from England as a

          cabin boy.

              (an attempt  at guile)

          After my mother  passed, I came out

          here ... looking  for my father.

                    JACK

          Is that so?

                    WILL

          My father. William Turner?

Jack says nothing. Will has lost the patience for guile.

                    WILL ( CONT ' D)

          I'm not a simpleton. At the jail -

          - it was only after you learned my

          name that you agreed to help.

              (a smile)

          Since that's what I wanted, I

          didn't press the matter. But now -

{an accusation}

You knew my father.

Jack considers his reply -- settles on 'truth.'

                    JACK

          I knew him. Probably one of the

          few who knew him as William

          Turner. Most everyone just called

          him Bill, or 'Bootstrap' Bill.

                    WILL

          'Bootstrap?'

                    JACK

          Good man. Good pirate. And clever

          -"- I never met anyone with as

          clever a mind and hands as him.

          When you were puzzling out that

          cell door, it was like seeing his

          twin.

                    WILL

              (angry)

          That's not true.

                    JACK

          I swear, you look just like him.

                    WILL

          It's not true that my father was a

          pirate.

                    JACK

          Figured you wouldn't want to hear

          it.

                    WILL

          He was a merchant marine! He was a

          respectable man who obeyed the

          law, and followed the rules--

                    JACK

              (laughs)

          You think your father is the only

          man who ever lived the Glasgow

          life, telling folk one thing, and

          then going off to do another?

          There's quite a few who come here,

          hoping to amass enough swag to

          ease the burdens of respectable

          life. And they're all 'merchant

          marines.'

                    WILL

          My father did not think of my

          mother -his family -- as a burden.

                    JACK

          Sure -- because he could always go

          pirating.

                    WILL

          My father -- was not -- a pirate!

Will's sword is out, levelled at Jack. Jack gives him a

disbelieving look, sighs.

                    JACK

          Put it away, Will. It's not worth

          getting beat again.

                    WILL

          You didn't beat me. You ignored

          the rules of engagement. In a fair

          fight, I'd kill you.

                    JACK

          Then that's not much incentive for

          me to fight fair, is it?

He kicks a lever on a wench. The sail boom whips around and

slams Will in the chest -- sweeping him off the ship. His

sword clatters onto the deck. Will dangles above the water.

Jack slips a loop of rope around the wheel to hold the

course. Picks up the sword -- and pokes at Will with it.

Will hand-over-hands away from the blade, to the end of the

boom.

                    JACK ( CONT ' D)

          As long as you're just hanging

          there, pay attention. Must,

          Should, do, don't, shall, shall

          not -- those are just suggestions.

          There are only two absolute rules.

              (ticks them off on his

               fingers)

                    JACK (CONT'D)

          What a man can do. And what a man

          can I t do.

Will looks away, not interested.

                    JACK (CONT'D)

          For instance: you can accept that

          your father was a pirate and still

          a good man... or you can't. Now

          me, I can sail this ship to

          Tortuga, by myself. . .

              (Will looks alarmed)

          But I can't just let you drown.

Jack swings the boom back in. Will drops to the deck. Jack

holds the hilt of the sword out. Will takes it. Glares at

Jack, considers what he'll do next. Jack watches him

coolly.

Will turns and strides to his spot on the deck, sits down,

and resumes sharpening his sword: shhhk -- shhhk -- shhhk

...

Jack breathes silent sigh of relief. Notices his hand is

shaking -- he takes the wheel.

                     WILL

          Tortuga?

                    JACK

          Oh -- did I forget to mention

          that?

EXT. TORTUGA - DAY

A dank and dirty port, where the tides seem to have swept

together the scum of the Caribbean -- pirates, privateers,

prostitutes, thieves, and drunkards.

With its cantered, rotting docks, weatherbeaten buildings,

and odd assortment of livestock running free -- a donkey,

chickens, etc. -- it is far less civilized than Port Royal.

Jack and Will move through the crowd. A REDHEADED woman

turns her head -- she has noticed Jack.

                     JACK

          We need a crew. We can manage the

          ship between islands, but the open

          sea, that's another matter -

Suddenly the Redhead SLAPS Jack, hard. Satisfied, she turns

and strides off. Will ignores her.

                    WILL

          Just do it quickly.

                    JACK

              (rubbing his jaw)

          Don't worry. I've already got my

          Quartermaster -- there!

Jack leads Will toward a pub: the Faithful Bride, the

emblem over the door a politically incorrect painting of a

smiling woman holding a bouquet in her chained-and-manacled

hands.

Jack pulls open the door; Will goes inside passing a pretty

ASIAN women coming out -- she sees Jack and immediately

SLAPS him, cursing something in Chinese. Jack backs away -

INT. THE FAITHFUL BRIDE - DAY

Jack closes the door on the woman, joins Will. They take in

the place -- it is populated with a slightly higher class

of scum. Jack spots a BARTENDER, smiles, moves forward -

--and is suddenly DECKED by a waitress. This is ANAMARIA,

tall, strong, tough; she didn't spill a drink off her tray.

                    ANAMARIA

          You stole my boat.

                    JACK

          AnaMaria! Have you seen Gibbs? I

          need to put together -

She SLAPS him again. Will shakes his head, heads for the

bar. Jack gets up.

                    JACK (CONT'D)

          Borrowed. Borrowed your boat.

              (off her look)

          Without permission.

AnaMaria charges; Jack backs away, puts a table between

them. She chases him around the table, still carrying the

tray.

                    ANAMARIA

          My dory. The Jolly Mon. Where is

          it?

                    JACK

          Safe! At Port Royal. With the

          Royal Navy.

                    ANAMARIA

          That boat is my livelihood!

                    JACK

          You'll get it back. Or one better.

                    ANAMARIA

              (a threat)

          I will.

Away from them, a PATRON calls for his food. AnaMaria

scowls at Jack, moves away -- comes back for. one more

SLAP!

                    WILL

          Jack! Over here!

AT THE BAR, Will has spoken to the Bartender. Jack arrives,

rubbing his chin.

                    WILL (CONT'D)

          He knows Gibbs.

The Bartender nods 'yes.' Then nods 'out back.' Then

produces a water bucket from behind the bar.

Jack and Will exchange a look,-and Jack takes the bucket.

EXT. THE FAITHFUL BRIDE - REAR - DAY

A drunken man lays in the mud, having a friendly

conversation with two pigs. He wears an old tattered Navy

jacket.

A sudden SPRAY OF WATER splashes across his face,

revealing: this is old JOSHAMEE GIBBS (the man who told

pirate stories to Elizabeth when she was a child). He

sputters and roars:

                    GIBBS

          Curse you for breathing, you

          slack-jawed idiot

              (recognizes Jack)

          Mother's love, Jack, you know

          better than to wake a man when

          he's sleeping. It's bad luck!

                    JACK

          Well, fortunately, I know how to

          counter it. The man who did the waking

          buys the man who was sleeping a drink,

          and the man who was sleeping it drinks

          it while listening to a proposition.

                    GIBBS

          Aye, that'll about do it.

Jack helps Gibbs to his feet -- and then Gibbs is hit with

a second wave of water. Will stands there with the bucket.

                    GIBBS (CONT'D)

          Blast it, I'm already awake!

                    WILL

          I know. That was for the smell.

INT. THE FAITHFUL BRIDE - DAY

Jack and Gibbs sit at a table in the shadows, a single

candle illumining them, speaking in hushed voices. Will is

away from them, at the door, hand on sword, keeping a look-

out.

A tankard is set down. Gibbs lifts it to take a swig -

                    JACK

          Just the one.

Gibbs pauses. He takes a dainty sip.

                    GIBBS

          Make it_ast, then. Now, what's the

          nature of this venture of yours?

                    JACK

          First -- have you found me a crew?

                    GIBBS

          Oh, there's a hard tale, Jack.

          Most of the decent pirates in town

          won't sail with you -- seem to

          think you're a jinx.

                    JACK

          Now where, I wonder, would they

          have gotten that idea?

Gibbs evades answering by taking a long sip. Jack leans

forward. Gibbs leans forward.

                    JACK (CONT'D)

          I'm going after the Black Pearl.

Gibbs straightens up like he's been hit. He stares. He

reaches for the drink as if to down it -- but then sets it

back down. He leans forwards again. Jack has not moved.

                       GIBBS

          Say again?

                    JACK

          Ilm going after the Black Pearl. I

          know where its going to be, and

          I'm going to take it.

                     GIBBS

          Jack, it's a fool's errand: You've

          heard the tales they tell about

          the Pearl.

                    JACK

          Aye, and that's why I know where it's

          going to be, and that's why I know what

          Barbossa is up to. All I need is a

          crew.

                    GIBBS

              (shakes his head)

          A fool's errand.

                       JACK

          Not if the fool has something

          Barbossa wants. Something he

          needs.

                    GIBBS

          And you've got that, have you?

ANGLE ON: Jack, as he smiles enigmatically, and shifts his

eyes' -- behind him, Will, still on guard, glares a sailor

away from the table.

                    JACK

          Back there, guarding the door is

          the son of old Bootstrap Bill

          Turner.

Gibbs' eyes widen over the edge of the tankard. Peers at

Will. Then smiles, with more missing teeth than good ones.

                    GIBBS

          Well, lookee there. I'll allow you

          may be onto something, Jack.

              (considers, nods)

          There's bound to be sailors on

          this rock crazy as you. I'll find

          some men.

Gibbs downs the drink, SLAMS the tankard on the table.

Will reacts to the sound, draws both sword and dagger,

kicks over a table for cover, and whirls on anyone who

moves.

                    GIBBS (CONT'D)

          Kid's a bit of a stick, isn't he?

                    JACK

          That he is.

EXT. TORTUGA - DOCK - LATER - DAY

On the docks, a disheveled, motley and weatherbeaten group

of about a dozen swabs stand in a ragged line-up.

                    GIBBS

          Feast your eyes, Cap'n. All of 'em

          good sea-faring men, faithful hands

          before the mast, every one worth his

          salt --

              (sotto, making his point)

          -- and crazy, to boot.

Jack holds up a hand -- enough. He moves down the line,

Gibbs at his side. Then he notices AnaMaria in line,

dressed like a man, He raises an eyebrow.

                    ANAMARIA

          You owe me a boat.

Jack nods, continues. One sailor is quite fat, another

thin and sickly. Jack is not happy with his choices.

He stops in front of COTTON, a short sailor with a large,

colorful PARROT on his shoulder. Jack raises an eyebrow.

                    GIBBS

          Cotton here is mute, sir. Poor

          devil had his tongue cut out --

Cotton opens his mouth to show this -- Jack grimaces.

                    GIBBS (CONT'D)

          -- so he went and trained the parrot to

          do the talking for him, nobody knows

          how. Nobody knows the parrot's name,

          neither, so we just call it 'Cotton's

          parrot.'

Jack decides to test this.

                    JACK

          Mr. Cotton. Do you have the courage

          and fortitude to follow orders and stay

          true, in the face danger, and almost

          certain death?

Cotton lifts the parrot off his shoulder, raises it --

                    COTTON'S PARROT

          Wind in your SAILS! Wind in your SAILS!

                    GIBBS

          Mostly, that seem to mean 'yes.'

Cotton nods vigorously, lowers the parrot, and it goes

silent. Jack shakes his head. Steps back.

                    JACK

          That goes for the rest of you!

          Danger and near certain death.

              (turns away)

          For we are to sail for the Isla de

          Muerta, to rescue the daughter of

          Governor Swann. An equal share of the

          reward shall be -

Jack hears movement, looks back -- several potential crew

members back away in fright; first one, then another, turn

and run, followed by more.

Soon just a half dozen are left, including Cotton (with

parrot) -- and AnaMaria.

                    WILL

          Shut up, before you lose them all!

                    JACK

          These are the only ones worth

          having.

              (glances at the sky)

          And we're going to need them-

EXT. H. M. S. INTERCEPTOR - DAY

A FLASH of lightening and the CRACK of thunder. The canvas

of every sail is stretched taut. The ship rocks as it drops

into the valley of huge swell, climbs up the other side.

On board, the new crew members scurry about their tasks,

pulling lines and trimming sails. Excellent sailors, it

takes everything they have to keep the ship afloat.

AnaMaria is at the helm. Gibbs staggers along the deck.

                    GIBBS

          That fool will have us lose the

          canvas, and the masts besides!

On Jack, a ROARING wind blowing back his hair, eyes intent

on their course. Gibbs climbs the tilted deck toward him.

                    GIBBS (CONT'D)

          Werd best drop canvas, sirl

                    JACK

          She can hold a bit longer.

The wind picks up, howling. Jack smiles.

                    GIBBS

              (shouts)

          What's in your head to put you in such

          a fine mood?

                    JACK

              (shouts)

          We're catching up!

Jack turns back to the sea, enjoying himself. Gibbs stares

at him like he's a crazy man.'

INT. BLACK PEARL - CAPTAIN'S CABIN - DAY

The sound of RAIN pounds down on the deck above - - then

suddenly stops. Elizabeth moves to the stern windows, looks

out at the rolling sea below -- no escape there.

She hears the sound of a VQICE calling, gazes up, wondering

-

EXT. BLACK PEARL - CROW' S NEST - DAY

High on the main mast, Twigg cups his hands to his face, calls

down:

                    TWIGG

          Isla de Muerta! Isla de Muerta,

          off the port bow!

ON DECK, Barbossa moves to the rail. The storm clouds are

breaking up. On the horizon is a dark, ominous shape: ISLA DE

MUERTA. Mostly sheer unfriendly cliffs that shoot straight into

the water. It is surrounded by a slate grey sea.

Barbossa grasps the rail with both hands, his expression a

mixture of loathing and fear. Jacoby approaches, hesitant.

                    JACOBY

          Orders, Captain?

                    BARBOSSA

          Bring her in, not too close. I won't

          brave the reef, not until high tide. We

          lay anchor before dark.

Jacoby nods, backs away. Barbossa continues to stare -

                    BARBOSSA (CONT'D)

          ... that is, if it first doesn't

          sink back down to hell from where

          it came.

EXT. CARIBBEAN SEA - DAY

The Interceptor, on open waters, glorious, her white sails

set wing-to-wing.

EXT. H.M.S. INTERCEPTOR - DAY

CLOSE ON: Jack's compass, cradled in both hands. Jack leans

over and studies it -- almost like he's praying.

ON THE COMPASS -- the face shows old-fashioned rose petal

style direction markers below a quivering indicator that

settles on -- southeast.

                    JACK

          Bear three points starboard.

AnaMaria turns the wheel, adjusting course. The ship leans

into the new direction. Jack looks down -

ON THE COMPASS -- where the indicator spins, reverses,

settles on -- northeast.

                    JACK (CONT'D)

          Six points port!

AnaMaria frowns, but follows the order, turns the wheel

back, and the ship responds.

Will works on deck, coiling a rope -- but he watches Jack

and AnaMaria, clearly not happy. Gibbs hobbles up.

                    GIBBS

          Left handed-ropes are coiled against

          the sun, or it's bad luck!

              (twirls a finger)

          Anty-clockwise.

Gibbs takes over the task. The ship shifts course again.

Will has had enough.

                    WILL

          How do we expect to find an island no

          one can find -- with a compass that

          doesn't work?

                    GIBBS

          Now, lad, just because it don't point

          north don't mean it don't work.

              (voice low)

          That compass gives bearings to the Isla

          de Muerta, wherever it may lie.

                    WILL

          Really?

              (moves closer)

          So ... what's the story on the

          pistol?

Gibbs settles in, happy to have a willing listener.

                    GIBBS

          I'll tell lee. Now, Jack Sparrow

          has an honest streak in him, and

          that's where the whole problem

          starts. This was when he was

          Captain of the Black Pearl -

                    WILL

          What? He never told me that.

                    GIBBS

          Ah -- he's learned, then. Plays things

          more close to the vest. See, Jack was a

          cartographer, back in Old England.

          Somehow I he came by the money to

          commission the Pearl. Hired himself a

          crew, promised each man an equal share.

              (lowers his voice)

          So, they're forty days out, and the

          First Mate says, everything's an equal

          share, that should mean the location of

          the island, too. So Jack gave up the

          bearings.

              (shakes his head)

          That night, there was mutiny.

Gibbs voice is a whisper, now, so Will has to lean closer.

                    GIBBS (CONT'D)

          Jack gave hisself up for the sake of

          his loyal crewmen. He was marooned on

          an island, left there to die.

                    WILL

          How did he get off the island?

                    JACK

              (loud)

          I didn't!

Will and Gibbs jump. Jack is right there beside them.

                    JACK (CONT'D)

          My body's still there, rotting

          away, and I am but a ghost!

Will and Gibbs aren't sure what to make of that. Jack

laughs.

                    GIBBS

          How did you get off the island?

                    JACK

          Ah, that's a dark and unpleasant

          tale, best left untold.

He starts off.

                    WILL

          Wait -- what about the pistol?

                    JACK

          The pistol. When a pirate is marooned,

          Will, he's given a pistol with a single

          shot. No good for hunting, or

          surviving, really. But after three

          weeks of starvation and thirst -- the

          option of that pistol begins to look

          good.

Jack lets this sink in. He pulls out the pistol, raises it.

                    JACK (CONT'D)

          But I survived. And I still have

          that single shot. It's meant for

          one man. My mutinous first mate -

                    WILL

          Barbossa.

Jack shoots a glance at Will -- nods, and moves away.

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

On Barbossa, face upturned. No expression in his eyes.

Around him a group of pirates, Elizabeth among them, stand

as still as stones, in front of a dark cave opening. Their

faces look upward, their total lack of movement

disconcerting.

Above the cave, on a hillock, the pirate Koehler gazes out

toward the horizon. Slowly he TRANSFORMS, head-to-toe, from

pirate to SKELETON-

The MOON has climbed free of the storm clouds, rising

large. and full on the horizon. The skeleton turns -

                    KOEHLER

          Moonrise, Captain! First night of full.

                      BARBOSSA

          Hah!

              (to the pirates)

          Be mindful of pits and crevasses.

          Stay together.

He takes a torch. Moves into the cave. The pirates follow.

INT. ISLA DE MUERTE -     CAVES    - NIGHT

The group keeps together under the firelight. The path

leads between boulders on a slope downhill. From the echoes

and shadows, it's clear the cave system must be huge.

Elizabeth glances over -- the torches illumine caverns off

to the side -- and just the edge of a mound of coins.

Clearly there is more, but the rest is lost in darkness.

Twigg, gazing upward in wonder, moves a few feet away from

the group. Barbossa grabs him as he nears a chasm.

                    BARBOSSA

          Careful, mate. Fall down there, you'd

          die and miss Judgement Day -- for not

          even the Lord himself'll come look for

          you here.

Barbossa lets go, and moves on, descending down, twisting

and turning, but always down -

EXT. H.M.S. INTERCEPTOR - NIGHT

Cotton pulls a sail line, looks out -- sees something. He

lifts the parrot off his shoulder, strokes it along the

back.

                    COTTON'S PARROT

          Land HO! Land HO! LAND ho! LAND

          ho!

Indeed, the faint outline of Isla de Muerta is in the

distance on the port side. Will stands, excited, jumps onto

the rigging for a better look.

But AnaMaria, at the helm, stares at Cotton, and the

parrot.

                    ANAMARIA

          How does he do that?

                    JACK

          They'll be anchored on the lee side.

          Haul your wind, and keep to the weather

          of the island -

INT. ISLA DE MUERTE - CAVES - NIGHT

Flickering torchlight. Pirates stoop low to enter a cavern

-

-- and revealed is the spectacular treasure of Isla de

Muerta: overflowing ,chests of coins, gold and silver

ingots, jewelry, objects d' art, jade and ivory, brightly

colored silks, furniture, jewels and pearls; mirrors and

swords -anything and everything of value that might be

carried by ship, is here.

The pirates move through, Elizabeth can't help but gaze in

wonder.

                    ELIZABETH

          The curse drove you to gather

          this?

                    BARBOSSA (O.S.)

          Aye. And not a bit of it any use

          to us, only hoarded. But it will

          drive us no longer.

Elizabeth pauses, staring at herself in a jewel-encrusted

mirror -- and then is pushed along by the pirates.

EXT. ISLA DE MUERTE - LAGOON - NIGHT

The Interceptor lies at anchor in the distance. Closer,

Jack and will row away from the larger vessel in a small

longboat, toward the rocky shore.

The RUSH of a waterfall grows louder. Will looks: ahead of

them is a black CAVE MOUTH, right at water level.

                    WILL

          What's that?

                     JACK

          Depends.

                     WILL

          On what?

                    JACK

          On whether the stories are    all

          true. If they are, that's    a

          waterfall that spills over    at high

          tide, with a short drop to    an

          underground lagoon. If not    -

By now, the moving water tugs on the longboat, and they are

sucked in --

                    JACK (CONT'D)

          -- well, too late.

The boat rushes forward, plunges into the darkness -

INT. CAVES - UNDERWATER LAGOON - NIGHT

-- the longboat takes a harrowing drop over a short

waterfall ... but then lands safely in a gorgeous

underwater lagoon, floats lazily toward a sandy shore.

                    JACK

          Chalk one up for the stories.

Will leaps out into the water, pulls the boat ashore -

INT. CAVES - BED CAVERN - NIGHT

The pirate group reaches the end of a small chamber of

mostly jewels and pearl piled around a large bed -

INT. CAVES - MAIN CAVERN - NIGHT

-- and then emerge into the largest cavern of all, also

crammed with treasure, including several mountains of gold

coins that reach the ceiling. Treasure everywhere -

Except for one spot in the center. A hole in the ceiling

lets in a column of moonlight, which illumines:

A stone chest, lid pushed back, decorated with carved Aztec

glyphs, filled with gold coins identical to Will's

medallion. A sharp stone knife lies on top.

In front of it, buried in the sand is a skeleton -- and

this one doesn't look like it's going to move ever again,

judging by the sword in its back. A crab scurries away from

it as the group approaches.

                    BARBOSSA

          Here we stand before the cursed

          treasure of Cortez himself. Won by

          blood, it demands blood in return.

All eyes turn -- onto Elizabeth. Pintle takes the stone

knife from the chest, approaches her. Elizabeth shrinks

back, but is held by two other pirates.

Pintel grins. Grabs her by the wrist. She turns her head

away, shuts her eyes.

Pintle raises the knife ...

... and then very carefully, daintily, uses just the sharp

tip of the knife to just prick! Elizabeth's finger.

One tiny red drop of blood appears, and drips down onto the

medallion.

Elizabeth opens her eyes, surprised.

                    PINTEL

             What did you expect? We're all

             gentlemen here, right and proper.

The pirates laugh. Barbossa takes the medallion, grins at

Elizabeth.

                       BARBOSSA

             You know the first thing I'm going

             to do after the curse is lifted?

             Eat a whole bushel of apples.

Barbossa approaches the chest, shining in the beam of

moonlight.

                       BARBOSSA (CONT'D)

             What was begun by blood, let blood

             now end!

He tosses the gold medallion onto the others.

The pirates tense, waiting, expectant. A long beat. They

all look at each other, look at themselves. Nothing

happens.

                       KOEHLER

             Did it work?

                       DEADEYE

             I don't feel no different.

                       JACOBY

             How do we tell?

Barbossa frowns, draws his pistol, and SHOOTS the pirate

next to him -- Jacoby -- square in the chest. Jacoby reacts

in shock, grabs his chest ... but doesn't die.

                       KOEHLER

             You're not dead.

                       JACOBY

             No.

                 (realizes)

             He shot me!

                       TWIGG

          It didn't work! The curse is still

          upon us!

Barbossa searches his mind for an answer ... turns to

Elizabeth.

                     BARBOSSA

          You. Maid. Your father. What was

          his name?!

              (grabs her roughly)

          Was your father William Turner?!

Elizabeth takes time to smile before answering:

                    ELIZABETH

          No.

The pirates cry out in alarm. Barbossa gathers himself,

getting his rage under steely control.

                    BARBOSSA

          Where's his child? The child that

          sailed from England eight years

          ago, the child who is the real

          owner of that medallion, the child

          in whose veins flows the blood of

          William Turner?! Where?

Barbossa SLAPS her hard across the face, sending her

sprawling.

                    JACOBY

              (to Pintel)

          You brought us the wrong person!

                    PINTEL

          She had the medallion! She's the

          right age. She said her name was

          Turner!

                    TWIGG

              (to Barbossa)

          You brought us here for nothing?

Barbossa whirls on him --

                    BARBOSSA

          If you had sailed with Morgan for

          ten years like I have, you'd know

          not to question me!

Elizabeth sits up, watching the pirates argue, for a moment

unnoticed. Suddenly, a scabbard comes down, right above

her.

Startled, Elizabeth looks up --

-- Will is at the top of a mound of coins, reaching down

with his scabbard for her to grab onto.

Elizabeth quickly leans forward, takes the bloodied

medallion from the pile. Reaches back, grabs the scabbard.

Will pulls her up -

                    BARBOSSA (CONT'D)

          If any coward here dare challenge

          me, let him speak! Any more talk,

          I'll chain ye to a cannon and send

          ye to the watery depths!

A sound catches his attention -- coins falling. He looks

up, sees Will and Elizabeth at the top of the treasure

stack.

ATOP THE STACK, Will grabs a large shield, flings them

forward -- the two ride down the mountain of coins on the

far side, slide through a small opening -

INT. ISLA DE MUERTE - SMALL CAVERN - NIGHT

Behind them, loose coins from their slide come down in an

avalanche, sealing the entrance.

Elizabeth jumps up, silver platter in hand, ready to swing

-Jack catches her before she can do any damage. They

recognize each other.

                    ELIZABETH

          You?!

                    JACK

          Me!

                    ELIZABETH

          You're in league with Barbossa!

                    JACK

          No, I'm -- rescuing you.

Elizabeth can't comprehend that one.

                      ELIZABETH

          You?!

Will gains his footing in the rubble.

                     WILL

          Miss Swann! We're here to rescue

          you!

               (sounds of pursuit,

                approaching)

          It's going badly!

                      JACK

          This way!

They race off, toward a bit of moonlight -

EXT. ISLA DE MUERTE - NIGHT

The three climb up a dark crevasse that leads out onto the

island. Will takes Elizabeth's hand, helps her.

                    WILL

          I'm glad we got here in time.

                    ELIZABETH

          Truthfully -- you were a bit late.

                    JACK

          The trick isn't getting here, it's

          getting away.

As if on cue, they hear the yells of pirates, coming

closer. They take off -

EXT. ISLA DE MUERTE - CLEARING - NIGHT

The three race through the rocks, the sounds of pursuit

close behind. Suddenly Jack stops.

                      ELIZABETH

          Come on!

                      JACK

          No. This won't work.

              (a quick decision)

          I'll stay behind, and fight them.

          You go on.

Will and Elizabeth stare at him.

                    WILL

          No.

                    JACK

          I'll lead them away.

The sounds are closer.

                    JACK (CONT'D)

          Go to the opposite end of the

          island, and signal the ship. I'll

          keep 'em busy.

                    WILL

          Are you sure? Jack -- this is not

          something you have to do.

                    JACK

          I'm sure. When you've led the kind

          of life I have, there are debts

          that must be paid. Maybe I can

          balance the scales a little.

Will nods, hesitates... gives Jack his sword - - now Jack

has two, ..one for each hand. Elizabeth gives him a quick

kiss.

Will and Elizabeth race away, and are gone.

Jack watches them for a moment, turns to face the pirates.

He sticks the two swords in the ground, crossed. Leans

casually against a rock.

A group of pirates round a corner, cutlasses drawn, ready

to fight -- but Jack raises his hand.

                    JACK (CONT'D)

          I invoke the right of parlay,

          according to the Code of the

          Brethren, set down by the pirates

          Morgan and Bartholomew...

EXT. ISLA DE MUERTE - NIGHT

Jack stands before Barbossa, surrounded by pirates. Jack

has a wide smile on his face -- and Barbossa doesn't like

it.

                    BARBOSSA

          I'm inclined to kill you now, Jack

          Sparrow, without so much as a

          word, if you don't lose that grin

          from your face.

Jack's smile remains. Barbossa puts a hand to his cutlass -

                    JACK

          The woman's blood didn't work, did

          it?

Barbossa hesitates.

                    JACK (CONT'D)

          I know who's blood you need, to

          end the curse.

                    BARBOSSA

          Say the name, or I slit your

          throat.

                    JACK

          No you won't.

Barbossa nods. Pintel steps forward, puts a blade to Jack's

throat. Jack's smile widens.

                      PINTEL

          Now?

                      BARBOSSA (NODS)

          Now.

              (Pintel grins)

          No, don't kill him.

Surprised, Pintel lowers his cutlass. Jack's expression

hasn't changed.

                    BARBOSSA (CONT'D)

          Allow me the humor of listening to

          your terms.

                    JACK

          Simple. I have something you want more

          than anything. The way to free you from

          the curse of the treasure. You have

          something I want -- more than anything.

                     BARBOSSA

          The Pearl?

              (laughs)

          Oh, that's fine. And just how do

          you expect this to work?

                    JACK

          You give me the Pearl. Then I tell

          you who you need.

Barbossa stares at him, incredulous.

                    BARBOSSA

          That's your offer? You, sailing

          away nice and pretty with the

          Black Pearl, and all I have is a

          name?

                    JACK

          That's right.

                    BARBOSSA

          I'm supposed to ... trust you?

The pirates laugh.

                    JACK

          I'm a man of my word.

The pirates laugh louder.

                    JACK (CONT' D)

          You see, I've got this honest streak in me

          -- in its own way, a sort of curse. Oh, and

          there's the fact that you have no choice.

                    BARBOSSA

          I'll torture it out of you.

                    JACK

          You left me on a desert island --

          what worse can you do?

Jack is still smiling, intentionally smug now. Barbossa

sees his options dwindling, begins to pace.

                    BARBOSSA

          Blast you! I'll throw you in

          prison.

                    JACK

          Wait as long as you like.

                    BARBOSSA

          You're setting me up for a double

          cross, you with the ship, and me with

          nothing more than your word!

                    JACK

          Let's say I tell you the wrong

          person. What would you do?

                    BARBOSSA

          Track you down and -

He sees where Jack is headed.

                    JACK

          And if I tell you the truth, you become

          mortal, and you won't come near me

          because you know I'd kill you.

Barbossa hesitates. The pirates are amazed at how the tide

has turned; Barbossa has gone past considering the idea,

and might even do it.

                    BARBOSSA

          Jack, I don't trust you, and

          that's a fact. Never trust a

          smiling man, you can lay to that.

                    JACK

          See, that's where we're different.

          I trust you ... to do what it

          takes to get what you want.

                    BARBOSSA

          You're playing this as close to

          the edge as any man, I'll give you

          that.

              (decides, smiles)

             We might just have to sign

             articles, you and I. Jack, you're

             a pirate at heart, that's certain.

Jack nods.

                       BARBOSSA (CONT'D)

             Pintel ... set sail. If this fool plan

             is to work, we'll need the medallion,

             and that means catching the ship which

             brought 'em here.

Jack is caught completely off guard. For the first time,

his smile fades.

                       JACK

             What -- you don't have the medallion?

                       BARBOSSA

             That fool woman took it. You be

             careful around her, Jack -- she's

             pretty enough, she'll steal your

             heart -- but pure evil inside.

                       JACK

             I'll watch my back.

                       BARBOSSA

             Bosun! Set up Mr. Sparrow's quarters,

             nice and fine ... in the brig.

                 (to Jack, a smile)

             Meaning no disrespect, of course.

Jack nods, and is taken away. Barbossa stares after him,

not hiding his mistrust.

EXT. INTERCEPTOR - DAY

At full sail, headed out to sea. Gibbs glances at Elizabeth

and Will, talking alone on the forecastle -- shakes his

head.

                       GIBBS

             Two women on board? A man don't have to

             be superstitious to know that's

             trouble.

Elizabeth holds the medallion, and finishes her tale:

                    ELIZABETH

          ... you were in danger ... so I took

          the medallion. And I've kept it ever

          since. They thought I was you, that

          they needed my blood. And it didn't

          work.

She hands him the medallion.

                    WILL

          Why would my father send this to me?

                    ELIZABETH

          To keep it away from them? No pirate

          would sail to London, for fear of

          Execution Dock.

                    WILL

          If I had known-

                    ELIZABETH

              (anticipating him)

          -- then we never would have met.

Will nods. They hold each other's gaze a moment. Will turns

away first, leans on the rail. Looks out to sea, back the

direction they came.

                    WILL

          I can't believe he would make such

          a sacrifice for us.

                    ELIZABETH

          I guess you can never truly know

          someone else's heart.

Will glances at her, and nods.

AT THE HELM, Gibbs peers forward, scanning the horizon.

There

is a tiny island in front of them.

                    GIBBS

          Shift your heading, steer clear of that

          island. Fifteen degrees starboard.

On the aft deck, Cotton concentrates on his work, securing

a halyard. Suddenly Cotton's parrot flaps its wings, takes

off, lands on the starboard bulwark, squawking -

                    COTTON'S PARROT

          Dead men tell NO tales! Dead men tell

          NO tales! Dead men tell NO tales!

Cotton looks up - on the horizon, following: black sails.

Gibbs and AnaMaria appear, and see the ship.

                    ANAMARIA

          Can we outrun them?

                    GIBBS

          Not a chance. Make for the reef.

EXT. CARIBBEAN OCEAN - DAY

Miles of blue water. The Interceptor tacks, leaving a long

white wake. The Black Pearl matches it -- gaining.

EXT. BLACK PEARL - DAY

Barbossa and Pintel eye the Interceptor, two hounds chasing

the fox.

                    PINTEL

          What's he doing? Is he going to

          run her aground?

EXT. INTERCEPTOR - DAY

The Black Pearl is now close behind the Interceptor -- and

the Interceptor is headed for the island.

                    GIBBS

          Drop the forward anchor!

A SAILOR at the stern of the ship pulls a release, and the

ship's anchor races down into the water, the metal chain

jumping and twisting on deck.

The chain stops, and the Sailor locks it -

EXT. CARIBBEAN SEA - DAY

With its forward momentum and the anchor down, the

Interceptor to turn quickly, pivoting around the anchor.

EXT. BLACK PEARL - DAY

Barbossa and Pintel watch as the huge ship brings its

cannons to bear right in front of them.

                    BARBOSSA

          All hands! Prepare to come about!

But for now, the Interceptor has the advantage, and takes

it:

its cannons boom, and cannonballs rain down.

INT. BLACK PEARL - BRIG - DAY

Jack sees what he can out the porthole. In the cell with

him is Twigg, acting as a guard.

                    JACK

          Don't hit my ship! I mean, kill

          the lying scoundrel -

              (to Twigg)

          I'm a little conflicted, here.

Twigg just stares.

EXT. INTERCEPTOR - DAY

Elizabeth watches  as the Black Pearl comes about -- and

then there is the  low, loud RUMBLE of two dozen cannons

firing as one. The  Interceptor is hit. A barrage of shots

follow; most find  their mark.

Sailors dive for cover, leaving their cannons; clearly they

are overmatched.

EXT. BLACK PEARL - PORT SIDE - DAY

Barbossa laughs.

                    BARBOSSA

          Strike your colors, you bloody

          cockroaches!

EXT. INTERCEPTOR - DAY

Another round of fire; Barbossa shows no mercy.

                    ANAMARIA

          Looks like they mean to send us under.

                    GIBBS

          There -- she's raised the Jolly Roger,

upside down.

AnaMaria, Gibbs, Cotton, even Elizabeth -- all know what

this means. Will doesn't. He looks to Gibbs for an

explanation:

                    GIBBS (CONT 'D)

          It's a signal. If we resist, it won't

          just be death. There'll be torture as

          well.

                    WILL

          We're not going to just surrender!

GIBBS That we are.

The Black Pearl fires again, a double-ball shot with a

chain connecting the two. It hits the main mast dead ani a

CRACKING, SPLINTING sound as it breaks, falls to the deck.

Barbossa moves his ship alongside, preparing to board.

                    WILL

          We can at least fight -- we might

          be able to kill a few-

                    GIBBS

          Will -- it'll go worse for us -- for

          Elizabeth, especially -- if we fight.

Will stares -- and nods. But his expression is still

defiant.

The deck slants; the ship is sinking. pirates swarm across

on ropes, and take control of the Interceptor.

EXT. BLACK PEARL - MAIN DECK - DAY

The top masts of the H.M.S. Interceptor sink into the

smooth' crystal waters of the Caribbean -

-- as Will and Elizabeth, held by pirates, are brought

before Barbossa -- and see that Jack stands beside him,

manacled.

Gibbs, AnaMaria and Cotton and the other crewmembers huddle

together.

Barbossa's wrath falls on Elizabeth.

                    BARBOSSA

          Welcome back, Miss. Last time on board,

          you played me right clever, make

          pretending and all. I hope your stay

          this time is more pleasant. Boys, show

          her some hospitality!

He shoves her into a group of pirates; they yell their

approval. She is pushed from one to another.

This goads Will to action. He head-butts the pirate behind

him, grabs a pistol, waves it at the pirates.

                    WILL

          She goes free!

Will leaps onto the ship's rail. He steadies himself with a

hand on the rigging. Points the pistol at Barbossa.

                    BARBOSSA

          What's in your head, boy?

                    WILL

          She. Goes. Free.

                    BARBOSSA

          You've got one shot -- and we can't

          die.

                    WILL

          You can't. I can.

He leans out over the ocean.

                       ELIZABETH

          No!

Jack pushes forward.

                       JACK

          Will -- don't do anything stupid!

          Don't say anything stupid -

                    WILL

          My name is Will Turner, the son of

          Bootstrap Bill Turner. His blood runs

          in my veins.

              (raises the gun to his head)

          You need my blood. And on my word I

          will pull this trigger, and sink all

          the way down to Davy Jones' Locker!

Pintel squints at Will; the pirates murmur surprise.

                    TWIGG

          It's true - he's the spittin' image of

          old Bootstrap. Even talks the same!

Jack drops his head. Barbossa grins at him.

                    BARBOSSA

          Looks like you're back to having

          nothing to offer.

                    PINTEL

          And hers got Old Bill's courage. A

          curse on him, and you!

Barbossa steps forward.

                    BARBOSSA

          Enough of that!

              (to Will)

          Name your terms.

                    WILL

          Elizabeth goes free!

                    BARBOSSA

          We got that part. Anything else?

                    WILL

          And Jack. And the crew. Free and

          unharmed. I f you agree... then...

          I will remain with you.

Barbossa considers; his crew waits. Finally -

                    BARBOSSA

          Agreed. You have my word, as a

          gentleman of fortune -

                    ELIZABETH

          Will -- you can't trust him.

                    WILL

          You must swear by the Holy Bible.

                    BARBOSSA

          Eh? You have my word, then -- on the

          Good Book, I do swear, and the Lord

          spare my worthless soul.

Barbossa crosses himself, as do many of his men.

Will lowers the gun ... steps down -- the pirates surround

him. They snatch away the pistol.

                    BARBOSSA (CONT'D)

          Boatswain! Take your captives

          belowdecks. Chain them in the galley,

          and teach 'em how to row.

Gibbs, AnaMaria, Cotton and the rest are led away under

guard. Barbossa looks out to sea, toward the islet.

                    BARBOSSA (CONT'D)

          Hah. Look there. That's the very

          same island we made Jack governor

          of on our last trip.

              (nods")

          When you sail the open sea as long as

          I, you learn to trust the signs fate

          sends your way.

                    GIBBS

              (dejected)

          Amen to that...

                    BARBOSSA

          Jack, Elizabeth ... I'm a man of my

          word and you're to be set free, right

          quick.

              (loudly)

          Men, break out the plank!

A CHEER goes up from the pirates. Will realizes what

Barbossa intends to do, struggles with his captors.

                    WILL

          No! You gave your word!

                    BARBOSSA

          Quiet, boy, or you'll lose your tongue.

          Those as know me know I wouldn't cross

          my word, and bring down bad luck on the

          ship.

              (nods)

          I agreed to set them free. I didn't say

          when. .. nor where.

EXT. CARIBBEAN SEA - DAY

The Black Pearl lies at anchor, closer now to the islet.

EXT. BLACK PEARL - MAIN DECK - DAY

Jack, wrists still bound, stands in the classic 'walking

the plank' pose. Elizabeth is next in line. Pirates crowd

the ship's rail to watch.

                    JACK

          It's pure evil to make a Captain walk

          the plank of his own ship, twice in one

          lifetime. No good can come of it.

                    BARBOSSA

          Now, Jack. That reef is less than a

          league distant. It's a square deal all

          around, and you can't hope for better.

                    JACK

          Someone needs to cut these bonds, then.

Barbossa smiles, shows a pistol. Points it at Jack.

                    BARBOSSA

          You'd best take a swim, Jack.

                    JACK

          The last time you did this, you

          left me a pistol, with one shot.

The pirates mutter agreement.

                    PINTEL

          That's proper, sir, according to the

          code.

                    BARBOSSA

          By the Powers, you're right!

              ( turns around)

          Where's Jack's pistol? Who's got

          it? Bring it forward!

                    JACK

          A gentleman might give us two pistols,

          seeing as there are two of us, this

          time.

A pirate hands Jack's pistol to Barbossa.

                    BARBOSSA

          Tell you what. I'll   give you one

          pistol, and let you   be the gentleman,

          an' shoot the lady,   and starve to death

          yourself!

          That is, presuming   you're not both drownded.

The pirates laugh. Barbossa tosses Jack the pistol -- but

over his head, and down into the water with a splash.

                    BARBOSSA (CONTID)

          So how did you get off that island,

          anyway?

                    JACK

          You can go to your grave not knowing.

                    BARBOSSA

          That's fair.

Jack glares at Barbossa. Then he's prodded with a cutlass,

takes a step out. Reaches the end of the plank -- steps

off.

Jack plunges down into the water. Appears on the surface,

floundering, struggles to stay afloat. Will and Elizabeth

exchange helpless looks; there is nothing they can do.

                    BARBOSSA (CONT'D)

          The lady's next. But first, I'll be

          wanting that dress back, if you please.

Elizabeth hesitates ... then strips it off, leaving her in

a silk slip. She throws it at him.

                    ELIZABETH

          Here -- it will go well with your

          black heart !

Barbossa indicates the plank.

                    ELIZABETH (CONT' D)

          I will not walk into the ocean.

          You'll have to throw me in!

Barbossa raises an eyebrow, grins, nods.

                    BARBOSSA

          Have at her, lads!

The pirates rush to comply. Lift her up, toss her over the

rail -- with a scream she falls --

EXT. CARIBBEAN SEA - UNDERWATER - DAY

We follow Elizabeth amid foam and bubbles as she PLUNGES

down

through the water. Blue and clear, with streaks of sunlight

cutting down; bright coral and tropical fish, and a lovely

young woman in a silk dress. .. if it weren't for the

mortal danger, the scene could be described as gorgeous.

Elizabeth spots Jack, below her now, sinking, struggling.

She swims down ... unties his bonds.

Elizabeth starts for the surface. Inexplicably, Jack swims

the other way, further down into the depths.

EXT. CARIBBEAN SEA - DAY

Elizabeth breaks the surface, looks around. And then,

finally Jack appears, sucking in air. He shows what he went

after: his pistol. He tucks it into his shirt.

                    ELIZABETH

          You went back for that? We need to

          head for the reef!

She starts swimming. Jack hesitates. The Black Pearl is

already underway; he stares at it.

                    JACK

          That's the second time I've had to

          watch that man sail away with my ship.

He turns away, and swims after Elizabeth.

EXT. ISLET - BEACH - DAY

CLOSE ON: The surf line. Elizabeth's feet leave prints in

the sand ... and then meet up with matching footprints she

made earlier, going in the same direction. She has walked

all the way around the island.

                    JACK (O.S.)

          Not all that big, is it?

Jack lays on the beach. He has dismantled his pistol; the

parts, ball and powder dry on his scarf.

                     ELIZABETH

          Has it changed since the last time you

          were here?

                    JACK

          The trees are taller.

Jack checks to see if the pistol parts are dry; they are.

He sets about re-assembling and loading his pistol.

                    ELIZABETH

          I hope you have no intention of using

          that.

Jack has finished putting his pistol back together. He

shoves it in his belt, walks off.

                    JACK

          Not yet. Ask me again in a few weeks.

Elizabeth can't believe it.

                    ELIZABETH

          Captain Sparrow! We have to get

          off this island -- immediately!

                    JACK

          Don't be thinking I'm not already

          working on it.

He climbs up toward a clump of palm trees. Digs for

something beneath the sand. He finds it: a large iron ring.

                    ELIZABETH

          What is that? Is there a boat

          under there?

Jack heaves the trap door up and over, revealing a pit.

Inside are barrels and bottles of rum ... all covered with

dust and cobwebs, long abandoned. Jack's face falls.

                    ELIZABETH (CONT'D)

          What? What's wrong? How will this

          help us get off the island?

                    JACK

          It won't. It won't, and so we

          won't.

He jumps down into the pit, cracks open a bottle of rum,.

takes a swig.

                    ELIZABETH

          But ... you did it before! Last

          time -

                    JACK

          Last time, I was here a grand

          total of three days. Last time,

          the rumrunners who used this

          island as a cache came by, and I

          bartered passage off.

                    JACK (CONT'D)

          But from the looks of this,

          they've long been'out of business,

          and so that won't be happening

          again.

              (takes another swig)

          We probably have your friend

          Norrington to thank for that.

                    ELIZABETH

          So that's it? That's the secret

          grand adventure of the infamous

          Jack Sparrow? You spent three days

          on the beach drinking rum?

                    JACK

          Welcome to the Caribbean, love.

He gathers up a few bottles, heads for the beach.

                    JACK (CONT'D)

          You should look at our contretemps

          this way: we've got shade trees,

          thank the Lord. We've got some

          food on the trees, thank the Lord

          again. And we've got rum, praise

          the Lord. We can stay alive a

          month, maybe more. Keep a weather

          eye open for passing ships, and

          our chances are fair.

                    ELIZABETH

          A month? Will doesn't have a

          month! We've got to do something

          to help him!

                    JACK

          You're right.

              (hoists the bottle)

          Here's luck to you, Will Turner.

He drinks -- and defiantly returns Elizabeth's angry gaze.

But then turns away, sits down.

                    JACK (CONT'D)

          Don't be thinking I'm happy about

          this, Elizabeth. But I see no use

          in wailing and gnashing my teeth

          over that which I can do nothing

          about.

                    ELIZABETH

          Not when you can drink instead, at

          least.

Jack tosses her a bottle.

                    JACK

          Try it. It goes down rough, but it

          goes down - - and the second swig

          goes down easier.

Elizabeth considers. Comes to a decision. She unseals the

bottle, takes a swig. They sit in silence for a bit.

                    ELIZABETH

          And you will call me Miss Swann.

Jack toasts her: you got it. Elizabeth studies her

bottle... gives Jack a sidelong glance. Back to her bottle

...

                    ELIZABETH (CONT'D)

              (under her breath)

          Drink up me hearties, yo ho...

                    JACK

          What? What was that?

              (Elizabeth smiles)

          Something funny, Miss Swann? share.

          Please,

                    ELIZABETH

          Nothing ... it's nothing. Just ...

          I'm reminded of a song I learned

          as a child. A song about pirates.

                    JACK

          I know a lot of songs about pirates,

          but none I'd teach a child. Let's hear

          it.

                    ELIZABETH

          Oh, no ... it's silly.   Back in

          England we didn't know   a thing

          about pirates, really.   They seemed

          so romantic and daring   -

Jack likes the way that sounds.

                    ELIZABETH (CONT'D)

              (looks at him)

          That was before I met one, of

          course.

                    JACK

          Now I must hear this song. An

          authentic pirate song. Have at it.

                    ELIZABETH

          Well, perhaps ... with a bit more

          to drink, I might ...

                    JACK

          More to drink!

He gathers two more bottles, tosses one to her. She drops

her half-finished bottle to catch it. Opens it, takes a

sip.

                    JACK (CONT'D)

          Well?

Elizabeth clears her throat, begins to sing self-

consciously, becoming stronger as she goes on.

                    ELIZABETH

          We pillage, we plunder, we rifle,

          we loot, Drink up me hearties, yo

          ho.

She gestures for him to drink. He does.

                    ELIZABETH (CONT'D)

          We kidnap and ravage and we don't

          give a hoot, Drink up me hearties,

          yo ho -

EXT. ISLET - BEACH - LATER - NIGHT

The middle of the night. A fire BLAZES. Jack and Elizabeth

are roaring drunk, arm in arm, singing the song all the way

up to the stars --

                    JACK/ELIZABETH

          Yo ho, yo ho, a pirate's life for

          me!

Yo ho, yo ho, it's a pirates life for me!

                    JACK

          I LOVE this song!

          Yo ho, yo ho, a pirate's life for

          me! We're beggars and blighters,

          ne'er do well cads, Drink up me

          hearties, yo ho!

              (gives it a touch of

               Irish ballad)

          Aye but we're loved by our mums and our

          dads. Drink up me hearties, yo ho!

They hoist their bottles, but only Jack drinks. He drains

the bottle, then tosses it away.

                    JACK   (CONT'D)

          When I get the   Black Pearl back, I'm

          going to teach   it to the whole crew,

          and we'll sing   it all the time!

                    ELIZABETH

          You'll be positively the most fearsome

          pirates to sail the Spanish Main.

Elizabeth salutes the idea with her bottle. Jack doesn't

have a bottle to salute back. She hands him hers. He

drinks, then settles shakily to the ground. Elizabeth sits

beside him.

                    JACK

          Not just the Spanish Main. The whole

          ocean. .. the whole world. Wherever we

          want to go, we go. That's what a ship

          is, you know. Not just a keel and a

          hull and a deck and sails. That's what

          a ship need_ ... but what a ship is --

          what the Black Pearl really-is ... is

          freedom.

Elizabeth lays her head on his shoulder.

                    ELIZABETH

          Jack, it must be so terrible for you,

          to be trapped here on this island, all

          over again.

                    JACK

          Ah, well... the company is better

          than last time. And the scenery

          has definitely improved.

                      ELIZABETH

              (coy)

          Mr. Sparrow! I'm not sure I've had

          enough rum to allow that kind of talk.

                    JACK

          We've got a few bottles left ...

          and we've yet to tap the kegs.

Elizabeth shrugs with a sleight -- but promising -- smile.

She picks up the empty bottle from the ground, holds it up.

                    ELIZABETH

          To freedom.

                    JACK

          To the Black Pearl.

They tap the bottles together. Elizabeth feigns a drink as

he chugs. He taps his bottle against her again. She laughs,

feigns another drink -

EXT. ISLET - BEACH - MORNING

CLOSE ON -- JACK'S FACE, dead asleep, lying in the

sunlight. His nose twitches. A bit of SMOKE drifts by. His

nose twitches again. His eyes open.

Jack GROANS and sits up. He rubs his head, looks over -

-- all of the foliage in the middle of the island is ON

FIRE. Smoke rises high up into the clear blue sky.

Jack leaps to his feet. He sees Elizabeth, as she pours out

the last of the rum, dowsing a scrub brush at the base of a

palm tree. It goes up in FLAMES. She rolls the barrel

forward -- it starts to BURN merrily.

Jack can't believe his eyes.

                    JACK

          What are you doing? You've burned

          our food, the shade -- the rum!

                    ELIZABETH

          Yes, the rum is gone.

She wipes her hands together. One of the rum barrels in the

fire EXPLODES.

                    JACK

          Why?

                    ELIZABETH

          One, because it is a vile drink that

          turns even the most respectable men

          into scoundrels. Two -

She points to the sky.

                    ELIZABETH (CONT'D)

          That signal is over a thousand feet

          high, which means it can be seen for

          two hundred leagues in every direction.

          The entire Royal Navy is out to sea

          looking for me -- do you think there is

          even a chance they could mass it?

                    JACK

          You -- you burned up the island, for a

          one-time chance at being spotted?

                     ELIZABETH

          Exactly.

Elizabeth turns toward the sea.

                    ELIZABETH (CONT'D)

          Just you wait, Captain. In an hour,

          maybe two, keep a 'weather eye open'

          and you'll be seeing white sails on

          that horizon!

She sits down, determined. Shields her eyes, scans the

water, waiting, searching. Jack is speechless. He throws up

his hands, stalks up the sand dune, just to get away from

her.

EXT. ISLET - LEEWARD SHORE - DAY

At the crest of the dune, Jack stops -- and stares,

incredulous. We come around to see what he is looking at -

Past Jack, anchored the other side of the island, white

sails glorious against the turquoise waters, is the H.M.S.

Dauntless. A longboat is already being rowed toward them.

Jack shakes his head.

                     JACK

          They'll be no living with her

          after this.

EXT. H.M.S. DAUNTLESS - MAIN DECK - DAY

Norrington gives Elizabeth a hand disembarking from the

raised long boat.

                    NORRINGTON

          Elizabeth, I'm" relieved you're

          safe.

              (re: Jack)

          Clap him in irons. And behind his

          back this time.

                    ELIZABETII

          Commodore, you can't do that!

                    NORRINGTON

          You're speaking up for him again?

                    ELIZABETH

          He can locate Isla de Muerta --

          but I doubt he'll be willing to

          help us from the brig.

                    JACK

              (she's right)

          We had time to get to know each other.

                    NORRINGTON

          We are bound for Port Royal, not

          Isla de Muerta.

                    ELIZABETH

          No. The pirates have taken Will -

                    NORRINGTON

          Your father is frantic with worry.

          Our mission was to rescue you and

          return home. That is what we shall

          do. Mr. Turner's fate is

          regrettable. But so was his

          decision to engage in piracy.

                    ELIZABETH

          Commodore, please!

                    JACK

          Norrington, think about it ... the

          Black Pearl, its captain and

          crew... the last pirate threat in

          the Caribbean. How can you pass

          that up?

                    NORRINGTON

          By remembering that I serve

          others, not only myself.

                    ELIZABETH

          Commodore, I beg you -- please do

          this ... for me. As a wedding

          gift.

                    NORRINGTON

          I am to understand that you will

          accept my marriage proposal on the

          condition I rescue Mr. Turner?

                    ELIZABETH

          Not as a condition -- a request.

Norrington considers. To Gillette:

                    NORRINGTON

          Free Mister Sparrow, and prepare to

          come about. He'll give you our heading.

Gillette unlocks Jack's manacles. Jack raises an eyebrow.

                    JACK

          Congratulations, sir.

Crew men lead Jack toward the bridge. Sailors go about

their tasks, and the ship begins its slow turn.

                    NORRINGTON

          Elizabeth, I hereby withdraw my

          proposal.

                    ELIZABETH

          What?

                    NORRINGTON

          I know now where your heart truly

          lies.

Elizabeth looks at Norrington, seeing him in a new light.

                    ELIZABETH

          And now I know... where yours

          does, as well.

They gaze at each other for a moment. Norrington looks

away.

                    NORRINGTON

          You may seclude yourself in my

          cabin. I'm afraid we do not have

          any ladies' clothing aboard.

                    ELIZABETH

          Then I can wear men's clothing.

                    NORRINGTON

          That would hardly be proper.

                    ELIZABETH

          Well, I am not going to stay

          hidden in a some cabin, 80 I

          suppose it's going to be heaving

          bosoms and bare ankles for the

          remainder of the voyage!

Norrington is exasperated, but then can't help but grin -

this is exactly why he loves her. She grins back at him -

she's not going to change.

                    NORRINGTON

          Murtogg, take our guest below, and find

          her some trousers, and a shirt.

Elizabeth smiles, allows herself to be escorted away.

Norrington watches her go ... then turns his gaze to the

sea.

INT. THE BLACK PEARL - BRIG - DAY

Pintel enters the cell. It appears empty -- but that's

because Will is hanging from the rafters, trying to shove

up the ceiling planks with his legs.

                    PINTEL

          That ain't going to work. That's the

          gun deck above yea

Will drops lightly to the deck. Suddenly:

                    WILL

          What happened to William Turner?

                    PINTEL

          Ah, William Turner. Stupid blighter. He

          threw in with us after we relieved Jack

          Sparrow of his captaincy, but turned

          out, it never sat well with him-

          particularly after we found Cortes'

          treasure, and its peculiar condition.

          He thought we deserved to be cursed,

          for leaving ol' Jack to the fate we

          did. That's why he sent off a piece of

          the treasure -- to you, as it were: so

          it would never be recovered, and so

          cursed we_ remain.

                    WILL

          And then he ran. And he's hiding out

          someplace where you haven't been able

          to find him.

                    PINTEL

          That's a nice thought, to be sure, and

          I wager your da wishes he'd thought it

          hisself. But, no. See, what he'd done,

          _ didn't sit too well with Captain

          Barbossa ... so he chained a cannon to

          his legs and dumped him over.

Will reacts with shock at the account of his father's fate.

                    PINTEL (CONT'D)

          Yep, last I saw of Bootstrap Bill,

          was his face looking up, as he

          sank down to the crushing black

          oblivion of Davy Jones' locker.

              (sighs)

          It was only after, we found out we

          needed his blood to solve the curse.

          That's what you call ironic.

Barbossa appears behind Pintel, flanked by several other

pirates. He regards Will for a moment, then:

                       BARBOSSA

          Bring him.

EXT. H. M.. S.. DAUNTLESS - MAIN DECK - EVENING

Jack goes to the rail and waits, pretending to look out at

the sea. Elizabeth, dressed in sailor's clothes to

excellent effect, joins him.

                    ELIZABETH

          You didn't tell Commodore Norrington

          everything.

                    JACK

          Nor did you, I noticed.

                    ELIZABETH

          He might delay the rescue ... and

          that would be too late.

                     JACK

          Exactly.

                    ELIZABETH

          These men will be facing an enemy

          that seemingly cannot be killed.

                     JACK

          I have a plan. If it succeeds, then any

          battle will be decidedly brief ... and

          one-sided.

                    ELIZABETH

          What's your plan?

                     LOOKOUT (O.S.)

          LAND HO!

Isla de Muerta lay dark and menacing on the horizon.

                    NORRINGTON

          Elizabeth -- below decks. I will

          not compromise your safety..

She starts to speak; he turns away..

                    NORRINGTON (CONT'D)

          Lieutenant, escort Elizabeth to my

          quarters, and make sure she stays

          there.

Norrington gazes through his spyglass, at the island. Jack

watches with some amusement as Elizabeth is escorted away.

                    NORRINGTON (CONT'D)

          I don't like the situation, mister

          Sparrow. The island is riddled

          with caves. I will not put my men

          at a disadvantage.

                    JACK

          Funny, I was thinking   along those lines.

          How about you let me   go in alone, and

          while you're setting   up an ambush, I'll

          trick the pirates out   to you.

                    NORRINGTON

          You would do that?

                    JACK

          They left me stranded. Twice. What

          have you got to lose?

                    NORRINGTON

              (looks at him)

          Nothing I wouldn't be please to be rid

          of.

                    JACK

              (smiles)

          I knew you'd listen to reason!

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

Torches are lit. Barbossa leads Will, guarded by Pintel and

a band of pirates, into the caves.

EXT. H.M.S. DAUNTLESS - MAIN DECK - NIGHT

A long boat is prepared to be lowered over the side. Jack

wraps his pistol securely in an oilskin pouch.

                    JACK

          That chart I drew up'11 get you

          past the reefs. If you're

          steersman's good enough, that is.

                    NORRINGTON

          I'll be at the wheel myself.

                    JACK

          I'll slip in, talk them into to come

          out, and you'll be free to blow holy

          high heaven the whole lot of them.

The crewmen release the lines, and the boat drops -

INT. ISLA DE MUERTA - CAVES - NIGHT

The pirate group moves deeper into the caves. Will moves

along unwillingly.

                    PINTEL

          No reason to fret. It's just a prick of

          the finger and a few drops of blood.

                     BARBOSSA

          Turner blood doesn't flow pure in

          his veins.

          Best play it safe, and spill it all.

                    PINTEL

          I guess there is a reason to fret.

EXT. ISLA DE MUERTE - NIGHT

The Dauntless drifts into the lagoon. Norrington and his

men prepare to go ashore.     h

INT. ISLA DE MUERTA - CAVES - NIGHT

Lit by torchlight. Will notices: a crack runs between the

floor and the wall of the cave, widening into a ravine.

                    BARBOSSA

          Careful, now. You could fall in and

          still be wonder'n when you'll hit dirt.

Will makes a decision. He intentionally stumbles. Pintel

shoves him forward -- Will continues forward, grabs the

pirate in front of him, swings him into the wall of the

cave. Catches the pirate's torch, and uses it to ward off

the others.

                    WILL

          You deserve to be cursed -- and

          remain cursed!

He steps to one side -- and drops into the ravine. The wall

of the ravine becomes a loose gravel slope; Will hits it,

and tumbles down, disappears into black.

                    BARBOSSA

          Blast him! A pox on him, and his

          father, and the whole damnable

          line! Fan out! Find him!

INT. DAUNTLESS - CAPTAIN'S QUARTERS - NIGHT

Elizabeth looks out the Captain's small porthole -- sees

boats laden with Navy men headed for shore.

She turns away from the porthole, wishing there was

something she could do. Suddenly there is a flutter at the

window--

Cotton's parrot is there.

                    COTTON'S PARROT

          Drink UP me hearties yo ho! Drink UP me

          hearties yo ho!

The bird flutters off; Elizabeth races to the porthole, and

then to the stern window to see it flyaway.

She looks down -- and there, fastened to the stern of the

ship, is a small rowboat.

INT. ISLA DEMUERTA - CAVES - NIGHT

Will races forward, turning this way and that. He sees a

light ahead, heads for it, turns a corner -

-- and runs straight into Jack.

                    JACK

          Do you have any idea where you're

          going?

                    WILL

          Jack!

                    JACK

          Don't talk. These caves magnify

          sound. Just follow me.

EXT. ISLA DE MUERTA -       THE BEACH - NIGHT

Norrington and men land on the beach, and spread out. They

silently take up positions around the main cave entrance.

INT. CAVES - NIGHT

Jack leads Will out of a narrow passage -- and stops,

staring. Will is a few steps behind.

                    WILL

          Are you certain this is the right way?

                    JACK

          It's the right way.

Will join him -- and see what Jack is staring at:

Treasure piled on treasure, sparkling, glowing, seemingly

endless. At the center is the moonlit clearing, and the

stone Aztec chest.

                    BARBOSSA

          Thank you, Jack Sparrow.

The jump -- Barbossa is standing right behind them, flanked

by his men. The trio whirl to run - - more pirates emerge

from hiding. Nearly the entire crew of the Black Pearl is

there.

The pirates grab Will and Jack. Will struggles, but Jack

does not fight at all.

                    BARBOSSA (CONT'D)

          You couldn't have led him back

          more directly if you knew exactly

          where you were going.

He laughs, and moves toward the stone chest. The pirates

follow, dragging Will and Jack with them.

                     WILL

          You did know where you were going!

          You did lead us directly to them!

               (Jack's silence confirms it)

          Why?

Jack looks away -- as Will is manhandled toward the chest.

Barbo8sa steps up to him (becoming skeletal in the

moonlight) and puts the medallion around Will's neck.

He picks up the stone knife.

                    BARBOSSA

          What was begun by blood, let blood now

          end!

He raises the knife to Will's throat -

                    JACK

          You don't want to be doing that.

Barbossa pretends to think about his words.

                    BARBOSSA

          No, I really think I do.

                    JACK

              (shrugs)

          All right then.

That makes Barbossa pause. He steps out of the moonlight.

                    BARBOSSA

          Why don't I want to do this?

                    JACK

          Because, right about now, the H.M.S.

          Dauntless is lying in wait in the

          harbor.

                    WILL

          Jack!

                    JACK

          - - and its guns and crew will cut you

          and your men to pieces the moment you

          step outside these caves.

A buzz of apprehension sweeps through the pirates.

                    PINTEL

          Do you believe him?

                    BARBOSSA

          No.

              (indicates Will)

          But him I believe. He is genuinely

          angry.

                    JACK

          You've no hope of surviving

          Norrington's attack ... that is, if

          you're mortal.

                    BARBOSSA

          What're you suggesting?

Jack shakes off the hands holding him, strolls toward

Barbossa, Will, and the chest of coins.

                    JACK

          Simple. Don't kill the boy yet.

          Wait for a more opportune moment.

Will glares, listening to every word he says. Jack scoops

up a handful of coins from the chest.

                    JACK (CONT'D)

              (drops the coins one-by-

               one back into the chest)

          Like after you've killed... Every...

          Last ... One ... of Norrington's men.

                    BARBOSSA

          I can't help wondering, Jack, why

          you're being so helpful and all? Last

          time you did that, it didn't end 80

          well for you.

                    JACK

          The situation has changed.

                     BARBOSSA

          That so?

                    JACK

          Aye. See, after you're done with the

          Royal Navy, you'll have a bit of a

          problem: the H.M.S. Dauntless. There

          you'll be, with two lovely ships on

          your hands, and what to do? Of course

          you'll decide you deserve the bigger

          one, and who's to argue? The Dauntless

          a first-rate ship-of-line, and with it,

          you can rule the seas.

              (beat)

          But if you're Captain of the Dauntless,

          who's left for the Black Pearl?

Jack smiles and spreads his hands: me.

                     JACK (CONT'D)

          I sail for you as part of your fleet, I

          give you fifteen percent of my plunder,

          and you get to introduce yourself at

          tea parties and brothels as 'Commodore

          Barbossa.'

              (sticks out his hand)

          Do we have an accord?

Barbossa licks his lips. It's tempting ...

                    JACK (CONT'D)

          Now, you can take care of the

          Dauntless, right?

                    BARBOSSA

          Men! Are you up for it?

The pirates yell to the affirmative.

                    BARBOSSA (CONT'D)

          Mr. Pintel, select five men to

          stay here. Take the rest of the

          men out ... not through the caves.

Jack's expression falters; this he hadn't planned for.

                    JACK

          There's ... another exit?

                    BARBOSSA

          Aye, for us there is.

EXT. LAGOON - UNDERWATER - NIGHT

Moonlight shines down into the shallow waters, brightening

coral, sparkling over the rippled sand floor.

Suddenly all the fish SCATTER. Briefly, the waters are

empty.

And then FIGURES appear in the distance, seeming to waver

in the shifting current. They scuffle forward, kicking up

clouds of sand --

The figures resolve into the skeleton PIRATES, moving

silently across the lagoon floor, swords glinting. The

tatters of their clothing drift in the water. Their skull

heads are fixed in an endless grin.

The LEAD PIRATE glides forward -

And stops next to a huge iron ANCHOR -- twice his' height,

even buried halfway into the sand. A heavy CHAIN with

barrel-sized links climbs up toward the surface -

A SHADOW falls across the Lead Pirate -- he TRANSFORMS, and

we see that it is Pintel. He looks up -

Above, the heavy chain leads to the giant bottom hull of

the H.M.S. Dauntless, silhouetted by moonlight.

The huge shift drifts, again spilling moonlight below -

And the pirates gathered around the anchor are once again

SKELETONS, staring with upturned faces. The Pintel-skeleton

puts a knife between his teeth, starts to crawl up the iron

rings.

Other pirates crowd forward, and soon the anchor-chain is

clustered with skeletons -

EXT. LAGOON - NIGHT

Elizabeth has the small boat out, and rows away from the

Dauntless, looking ahead over her shoulder. Cotton's parrot

is nowhere to be seen.

In the distance, Pintel breaks the surface near the

Dauntless, intent on climbing the anchor; he looks over -

Just as Elizabeth rounds the point, and rocks obscure the

small longboat from view.

More skeleton-pirates appear, and Pintel continues his

climb.

EXT. LAGOON - DAUNTLESS - NIGHT

Two SAILORS, alert and vigilant, stare out toward shore.

The island reveals nothing but blackness.

There is a scurrying sound -- bones scraping against wood -

and the sailors JUMP. They listen, intently -- nothing.

                    TALL SAILOR

          Ship rats. Big ones.

                    SHORT SAILOR

              (nods)

          Hate those things.

They turn back toward the island, continue their vigil. A

long pause.

                    SHORT SAILOR (CONT'D)

          Taste all right, though.

                    TALL SAILOR

          That they do.

From behind, the two sailors at the rail are well-lit by a

lantern. Suddenly shadows appear, skeletons, climbing up

the sailor's backs. -MOVE CLOSER and then the skeletons

appear, reaching -- the two sailors are grabbed from behind

-

EXT. DAUNTLESS - SIDE - NIGHT

Two bodies are tossed out over the rail, hit the water with

a splash.

EXT. DAUNTLESS - SIDE - NIGHT

Pintel looks down into the water, satisfied. Puts away his

knife. Notices, pulls out a long piece of seaweed from his

rib cage. Tosses it. Turns to the others.

                    PINTEL

          Be quick, now. Train the starboard guns

          on the beach, and set your aim. Wait

          for my signal, we don't want to spook

          them.

The pirates hurry to comply -

EXT. LAGOON - BLACK PEARL - NIGHT

Elizabeth rounds the point further, and sees: the Black

Pearl, anchored in the neighboring cove. A fleck of color -

Cotton's parrot, as it darts in through a porthole.

Elizabeth slows her efforts, silently approaching the ship.

EXT. BLACK PEARL - MAIN DECK - NIGHT

Four PIRATES -- who really ought to be keeping watch -

instead have gathered wine bottles and rum casts into a

pile, along apples, biscuits -- all the food on the ship.

They act out a mock-feast, in anticipation of the curse

being lifted. A SKINNY skeleton offers two bottles BIG

BONED

skeleton.

                      SKINNY

            Which would you prefer first, good

            sir -rum, or wine?

                      BIG-BONES

            I believe I'll have a spot o' rum, if

            you don't mind, and thank'ee kind sir!

They burst out laughing -- a hideous sound that wheezes

through their bones.

Behind them, unnoticed, Elizabeth peeks cautiously around a

corner. She picks her moment and sneaks past quickly, down

a gangway, disappearing into the blackness of the ship.

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette crouches, running low behind a line of rocks. He

reports to Norrington:

                      GILLETTE

            All the men in place, sir. Ready to

            fire.

                      NORRINGTON

            Wait for my order -- what the blazes is

            that?

It's the sound of cannon fire -- coming from the Dauntless.

Cannonballs hit the shore; men cry out in anguish.

                      NORRINGTON (CONT'D)

            Men! Take cover!

The sailors scramble to find refuge -

INT. ISLA DE MUERTA - MAIN CAVERN - NIGHT

Will, guarded by pirates, glares at Jack.

                    WILL

          You've been planning this from the

          beginning. Since you learned my name.

Jack takes the opportunity to move toward him.

                    JACK

          Oh, please -- do I really seem that

          clever?

Before Will can answer, Jack smoothly slips the sword from

a Pirate's scabbard -- tosses it to Will, who catches it

despite his surprise.

                    JACK (CONT'D)

          Use it well.

He draws his own sword -- and clobbers the Pirate. Barbossa

and the other pirates stare in shock -

                    BARBOSSA

          Confound it, Jack -- I was

          actually beginning to like you!

Swords are drawn, and the Pirates attack.

Jack and Will take on multiple opponents, each with his own

style: Will parries, glissades and disarms with lightning

fast and perfect form, while Jack uses his blade, fists,

acrobatics and anything within reach to survive.

EXT. ISLA DE MUERTA - BEACH - NIGHT

The sailors charge. The moon emerges from behind a cloud -

Suddenly army of SKELETON PIRATES rise up from the sea, and

charge the stunned sailors -- several men are struck down -

                    NORRINGTON

          Steady, men! Remember -- we're the

          Navy!

The sailors recover their nerve, and engage the enemy. It's

a full on battle, Royal Navy against Skeleton Pirates -

The Navy men are driven back, surrounded -

Suddenly there is a massive BOOM of cannon fire.

Norrington, in the midst of a swordfight, tries to see -

                    NORRINGTON (CONT'D)

          What is happening out there?

EXT. LAGOON - NIGHT

It's the Black Pearl, manned by Gibbs, AnaMaria and Cotton,

and captained by Elizabeth, coming around the point,

cannons blazing.

EXT. H.M. S. DAUNTLESS - NIGHT

The pirates on the ship are caught by surprise, try to turn

their cannons to this new foe -

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette sees the Black Pearl firing on the Dauntless.

                    GILLETTE

          They're on our side! Take heart, men!

The Royal Navy stand their ground and fight -

INT. CAVE - MAIN CHAMBER - NIGHT

Only two pirates left: Barbossa and Jacoby. Jacoby rounds

on Will; Barbossa faces off against Jack.

                    BARBOSSA

          Just so you know, Jack -- I don't

          think you're that clever. I think

          you're a fool. A mortal fool.

                    JACK

          Remarkable how often those two

          traits coincide.

Jack drives him back, making Barbossa laugh.

                    BARBOSSA

          You can't beat me, Jack.

To prove his point, he drops his own sword -- and catches

Jack's sword with both hands. Jack can't free it. Barbossa

twists the sword from Jack's grip, reverses it -

- - AND DRIVES THE SWORD INTO JACK'S CHEST.

Will battling Jacoby, sees it -- he smashes Jacoby in the

jaw, crumpling him

                    WILL

          Jack!

Jack stares down at the sword jutting from his chest. He

takes a few steps backward, toward the Aztec gold -- when

he steps into the moonlight, JACK BECOME SKELETAL.

                    JACK

          Well, isn't that interesting.

Skeleton Jack pulls the sword from his chest. He pulls

something from his pocket: one of the Aztec coins.

                    JACK (CONT' D)

          They're so pretty, I just couldn't

          resist stealing one. It's a curse,

          I guess.

Barbossa grabs up his sword, and rushes Jack. Both men are

in moonlight now, two skeletons in pitched battle.

                    BARBOSSA

          So what now, Jack Sparrow? Are we

          to be two immortals, locked in

          epic battle until the trumpets of

          Judgment Day?

                    JACK

          Or you could surrender.

He shoves Barbossa back, out of the moonlight. Barbossa

stalks the room, his attention focused on Jack.

                    BARBOSSA

          Or I could chain you to a

          cannonball and drop you in the

          deepest part of the ocean, where

          you can contemplate your folly

          forever.

Barbossa charges -

A SHOT RINGS OUT -

Jack stands out of the moonlight, flesh and blood again,

holding his smoking pistol, still aimed at Barbossa.

                     BARBOSSA (CONT'D)

          Hah. Ten years you carried that

          pistol, and you end up wasting

          your shot.

                    WILL

          He didn't waste it.

Will stands over the Aztec chest, holding a bloody sword,

his left hand in a fist. He opens the fist -

-- the medallion, blood covering it, drops from his hand,

revealing the cut in his palm.

Barbossa stares, then looks down at his chest. Blood

blossoms on his shirt around the bullet hole. It spreads

quickly.

Barbossa clutches his chest, his face registering pain for

the first time in years. Barbossa falls heavily to the

ground, dead.

Jack blows the smoke from the barrel of his pistol...

tosses it away.

EXT. ISLA DE MUERTA - BEACH - NIGHT

Murtogg FIRES a pistol at a pirate. The pirate is hit,

screams in pain, and crumples to the ground. Mullroy runs

through another with his sword.

The pirates react to the sight, and quickly realize their

peril. They set their weapons down in surrender.

EXT. ISLA DE MUERTA - LAGOON - NIGHT

The Black Pearl comes alongside the Dauntless, and Jack's

crew swarm across, overwhelming the pirates.

The sailors on the beach see it, and CHEER.

INT. ISLA DE MUERTE - CAVE - MAIN CAVERN - NIGHT

Will wraps a cloth around his palm; Jack joins him near the

chest.

                    WILL

          Well, you're the worst pirate I've ever

          heard of.

              (smiles)

          You're a man who can be trusted, who

          can be counted on, and who can It

          betray his friends. What kind of pirate

          is that?

                     JACK

              (admits it)

          The worst.

              (beat)

          On the other hand, maybe I'm a man who

          can't pass up a chance for revenge

          against the black-hearted bastard who

          stole my ship and left me to die in the

          middle of the ocean -- twice! -- and

          who knows how to get what he wants. Now

          that's a great pirate.

Jack cuts his palm, grips the coin he stole above the chest

... and then hesitates.

Will looks at him...

Jack releases the coin. It lands in the chest beside the

other bloody coin.

Suddenly, the lid of the chest, all on its own, SLAMS SHUT.

Elizabeth stares at it.

                    WILL

          Let's get out of here.

EXT. ISLA DE MUERTA - BEACH - NIGHT - LATER

Jack, Will, and Norrington gather together on the beach.

Elizabeth calls out:

                    ELIZABETH

          You're all right!

The three men turn as one. An awkward moment -- which of

them does she mean?

Elizabeth races across the sand, toward them -- and

straight to Will. She throws her arms around his neck in a

hug.

                    WILL

          Miss Swann -- are you wearing trousers?

          And how did you get off the island?

Elizabeth can't believe that's what he noticed. Indignant,

she steps away from him.

                    ELIZABETH

          Yes, I am wearing trousers. And as for

          how we got off the island -- ah, that's

          a grand adventure, but now is not the

          time to talk about it.

She reaches a hand behind his neck, decisively kisses him.

                    ELIZABETH (CONT'D)

          There. And don't you dare tell me

          that wasn't a proper kiss!

                    WILL

          Elizabeth, I think it doesn't matter-

          that we are of a different class -

                    ELIZABETH

          It doesn't!

                    WILL

          -- but that was not a proper kiss.

Pure consternation on Elizabeth's face -

                    WILL (CONT'D)

          This is a proper kiss.

Will sweeps her in his arms, leans her back, and kisses her

long and well -

Jack puts a hand on Norrington's shoulder.

                    JACK

          Tough luck. I was rooting for you.

EXT. PORT ROYAL - FORT CHARLES - DAY

Close on: Will's face, stoic, staring forward. He stands

straight and unmoving. Around him are members of the Royal

Navy, standing before for a group of witnesses from town.

It is the courtyard on the top of Fort Charles. A trial is

underway -- with Will as the defendant.

                      NORRINGTON

          ...and though I do say so with

          regret, the law is clear. The

          penalty for piracy is death by

          hanging.

In the crowd, Elizabeth squeezes the hand of her father,

Swann. She lets go as Swann stands.

                    SWANN

          By your leave, I wish to speak on

          behalf of the boy.

              (a glance at Elizabeth)

          It is clear that these deeds were

          performed out of a sincere desire   to do

          good, at great personal risk. It   seems

          to me, that in the rare occasion   where

          the right course is committing an   act

          of piracy, then an act of piracy   is the

          right course!

              (cheers of approval)

          So in my capacity as Governor, I   intend

          to grant a pardon to --

                    GILLETTE

          Sir!

All eyes turn. Gillette stands at the top of a stairway.

                    GILLETTE (CONT'D)

          Jack and his crew have escaped!

              (gasps from the crowd)

          There was no damage to the cell ...

          they must have been set free.

Will and Elizabeth exchange looks. You? Not me, you? No,

not me either! Swann notices something the parapet, points

-

                    SWANN

          The Black Pearl!

People rush to the parapet. Sure enough, below in the bay

are the distinctive black sails of the Pearl. The ship cuts

through the waters very close to the point -

-- where the gallows of the pirates are. Suddenly Jack

appears, on the point; he swings off the one empty

gallows, across and down onto the ship's rigging as it

passes.

                    GILLETTE

          Sir! Shall I break out the

          cannons?

                    NORRINGTON

          I don't think that will be necessary.

Norrington raises his hand ... twirls a key on his finger.

                    NORRINGTON (CONT'D)

          A day's head start. That's all he gets.

Will, Elizabeth and Swann look out toward ocean-

EXT. BLACK PEARL - STERN DECK - DAY

Jack monkeys down the rigging. AnaMaria is at the wheel.

                    ANAMARIA

          Captain Sparrow -- the Black Pearl

          is yours!

Jack runs a hand lovingly along the rail, then takes the

wheel. It feels good -- right -- in his hands. He enjoys

it, and then shifts to 'Captain' mode.

                    JACK

          AnaMaria, trim the mainsail!

                    ANAMARIA

          Aye, aye, sir!

                    JACK

          Mr. Gibbs, organize a cleaning detail -

          you and Cotton. I want every inch of

          the Pearl spic-and-span and ship-shape!

Gibbs actually stomps the deck, executes a salute.

Jack stands at the wheel: he's got his ship back, and all

is right with the world. He begins to unconsciously hum:

"Yo, ho, yo, ho, a pirate's life for me ..."

He realizes what he's doing and smiles, the orchestra takes

over as the Black Pearl sails for uncharted waters ... and

we FADE UP large words in script:

                    THE END

          FADE OUT and CREDITS ROLL

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